The Empress of the Iron Bridle Part 2
by Piccolo Sky
Summary: Second of two parts. Empress Wormwood and the Six Dullahan have returned and corrupted the power of the Elements of Harmony themselves in their bid to conquer Equestria. As hope begins to fade for the Mane Six, Twilight will have to rely on what may be her mentor's final lesson and unexpected allies to save Canterlot from the power of Disharmony.


AUTHOR'S NOTE: This is the "sequel" to "The Empress of the Iron Bridle Part 1", being the second and final part. As you may have guessed, I've tried to set this up in "episode format" rather than as a two chapter story. Read "The Empress of the Iron Bridle Part 1" before reading this.

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PREVIOUSLY...

* * *

"This cave was here all these years and we just now stumbled on it..."

"Who would have crafted such a horrible statue?"

"Girls, this isn't a statue at all! It's a prison!"

"What...what happened to our kingdom?"

"Queen Greenwood...our fair ruler...lovely, graceful, wise, and by far the greatest of all the ponies in Equestria. Most remarkably...she was an earth pony, but one of such unsurpassed beauty that no one could even bear to look at her face, and so she always kept it covered with a silver mask."

"We were the most beautiful and prosperous kingdom in all of history...having reached a state of wonder and culture never before seen..."

"The Destroyer appeared before the queen one day and demanded that all of our factories be shut down, all of our great machines turned off and destroyed, all of our designs burned, and our entire way of life abandoned forever. Furthermore, she demanded that she abdicate the throne and that every earth pony, every pegasus, and every unicorn swear allegiance to her."

"...The Destroyer called forth _them_...the Six Dullahan. We don't know if they were ponies, or merely were ponies _once_ but were now something different...but we knew they were evil."

"Prin...Princess Celestia...?"

"That couldn't have been her! It couldn't possibly have been her!"

"Let me go! We have to help her!"

"But those ponies are way too strong!"

"She's right, sugarcube! We can't help Corona now! But she'll have got caught for nothin' if we stay!"

"Destroy everything. Leave not a single thing intact down there. Make sure absolutely nothing is left, especially the records in the royal archives."

"Corona...Corona was...right?"

"How could you?! I trusted you! I believed in you with all my heart! I loved you as my dearest friend in the world! Why? _Why?!_ Why did you do it?!"

"The queen's greed and lust for power grew so terrible, that eventually the truth came to light. The rest of Equestria found out. And when they did...the Magnificent Kingdom ceased to be known as that to anyone except the queen and her closest followers. All others called it 'the Empire of the Iron Bridle'. And as for the queen...she ceased to be known as Queen Greenwood. All others in Equestria simply named her 'Empress Wormwood'."

"Empress Wormwood knew she could never defeat us when we were united...and so she did what she was best at...poisoned us against one another. You see...it was _she_ who gave Princess Luna her dark armor...which, once worn, was infused with all the dark magic she could wring from her enslaved unicorns...which made Luna forget her devotion to the Elements of Harmony...forget her love for the people of Equestria...even forget the love we had for each other."

"We've known each other for years, Twilight..."

"You're very, _very_ dear to me...and I thought that I might be the same to you. I thought our friendship meant something. I thought it was a strong bond that transcended mere obedience to authority or age."

"After everything we've been through together...why did you doubt me?"

"Corona?"

"What the... How'd you get away from the Six Dullahan?"

"...Corona? Now...who in Equestria is Corona? Oh...oh yes, now I get it. I quite forgot... There was _one_ secret of the Magnificent Kingdom that I never revealed during our last visit. There _isn't_ a Corona Light. There never was."

"The name is Empress Wormwood."

"Alright...we did it."

"Did you, now..."

"Oh...I'm _so_ sorry... Was that supposed to actually _do_ something?"

* * *

**"THE EMPRESS OF THE IRON BRIDLE, PART 2"**

* * *

Twilight and her friends still couldn't believe it. They were frozen, staring helplessly at Empress Wormwood as she continued to laugh. Celestia didn't attack, but she did move in front of them and spread her wings out, an indication to stay back. Nevertheless, the six looked to the Elements of Harmony, and then back up to the wicked ruler, laughing on and on.

Finally, however, she raised a hoof to her eyes and wiped away a tear from laughing so hard.

"Oh, I wish you could see yourselves right now..." She said with a smile. "You all look so...so...what's the best word? Frightened? Helpless? Ah yes..." She leveled a wicked gaze at them.

"...Pathetic."

"I...I don't understand..." Twilight stammered. "Why didn't the Elements of Harmony work?"

"Your armor was strong, Wormwood." Celestia spoke. "But there isn't anything powerful enough to stop the Elements of Harmony."

"Oh there isn't, is there?" Wormwood sneered, walking forward a bit more. "Poor Celestia...still clinging to such worthless things even after a thousand years... No wonder you've grown so weak that you need six foals to defend your realm."

"Who you callin' a foal?" Rainbow snapped, but Applejack quickly put a hoof on her and pushed her back.

"I've enhanced my armor, Celestia." Wormwood responded. "Now it's invulnerable even to your Elements of Harmony. That's what I was going to show you if you hadn't sealed me in a crystal. For all the greatness of loyalty, honesty, generosity, laughter, kindness, and magic...all of it has one weakness...just as all such petty things had a weakness that always surfaces and ruins them in the end: Doubt." She turned her gaze to Twilight. "Come now, Twilight...don't act so surprised. Why...according to your own admission...this isn't the _first_ time the Elements of Harmony have let you down..."

Twilight paused momentarily, bowing her head and thinking. After a moment, she looked back up. "But...but that was because we had been corrupted...because we had been put under a spell to stop believing in them and each other. But not now! I believed in my friends and the power of magic!"

"And I believed in honesty!" Applejack added.

"And generosity!" Rarity insisted.

"And kindness!" Fluttershy shouted, recoiling a bit from her own yell.

"And laughter!" Pinkie huffed.

"And loyalty!" Rainbow maintained.

However, all of this only made Wormwood laugh all the harder.

"You poor fools..." She grinned at them maliciously. "Of course you _didn't_."

This stunned the six, making them lose their confidence.

"Rainbow...didn't you tell me you had abandoned your friends for your own glory? How you stopped caring about them and only wanted to be the best in Ponyville that one time? Pinkie...what about when you thought your friends had turned their backs on you? Didn't you turn aside from laughter? Oh Fluttershy...you were once tired of how kindness let people take advantage of you. You snapped even at those who cared about you. Rarity...the glamour of high society and the good life became too much for you, didn't it? You had to hoard it all to yourself. Applejack...the shame of letting down your friends was too much, wasn't it? You had to embrace a lie to make it easier. No one was placing any of you under a spell then. Your precious elements simply became...a nuisance, shall we say?"

The five listened to Wormwood's words, and their heads bowed as they grew uncomfortable. Their own admissions to Wormwood under the guise of Corona became clear...the time where they had doubted the Elements of Harmony.

"And _you_ Twilight...even after all you and your friends had been through...you doubted them." Wormwood continued. "Discord didn't even have to bother with a spell on _you_. You let your own heart falter...and became corrupted all on your own."

The unicorn heard this, and it cut her to the quick, making her bow her head and tremble. As for Wormwood, she shrugged.

"Perhaps you only felt it for a moment...perhaps you all _thought_ it was gone...but doubt never fades. It lingers in your hearts like a seed...simply waiting to be nurtured...to grow. You told me all about your moments of weakness. You thought they had made you stronger in the end...but it merely showed me your true natures and how much faith you placed in your own elements. After that...I simply had to use one of my special devices to harvest them."

The ponies raised their heads in confusion.

"De...devices?" Rarity asked.

"What devices?" Applejack asked.

Twilight looked up and blinked for a moment...even as a buzzing went by. The unicorn looked about, and saw a fly moving around them...and at once she understood. Immediately, her horn glowed and seized it...and then smashed it against the ground. She looked and saw...and, sure enough, there wasn't a bug there...but a tiny robot.

"And _you're_ supposed to be the smart one, Twilight." Wormwood taunted. "It took you so long to figure out. So tell me, girls...how does it feel to know that you're all fakes? That your own doubt in yourselves was strong enough to render you powerless? Twilight...I suppose it's no surprise to you."

The unicorn looked up at this, as Wormwood chuckled.

"After all...it took...what? All of two days to turn your back on your so-called 'friend' and 'mentor' that you had known for years? The irony is that you spent all these years calling yourself her 'faithful' student...and yet you so easily turn against her... What kind of student or subject does that make you, Twilight? What kind of a _friend_ does that make you? How easily would you do the same to any one of these girls?"

Twilight was filled with ever-increasing fear and anxiety, bowing lower and lower... However, Celestia's wing soon reached out and blocked the path between her and Wormwood, and it was enough to make the unicorn snap up in response.

"Do not listen to her! Like I said...her words are poison! She saps the will and twists the heart of all who listen to her!"

Wormwood simply leaned back. "Heh...have it your way, Celestia. But I think I just proved that your precious Elements of Harmony aren't much of anything..."

At this...shadows began to move behind Empress Wormwood. Twilight and the others looked up at that, and soon gaped...as the Six Dullahan moved out from the entrance and soon fanned out behind her in a line, each one bearing the emblem of the Elements of Harmony. Wormwood smiled wickedly.

"Now...let's see if _mine_ can do better."

With that, Wormwood raised a hand and pressed another control on her breastplate. Immediately, some sort of black energy crackled from the emblems on each of the Six Dullahan. The six stared in puzzlement for a moment...before, to their surprise, the Elements of Harmony began to rise off their necks and be pulled toward them. The six looked down in shock...before the pulling grew even more...and then, as they gasped, the Elements began to snap free all together and shoot through the air toward the Six Dullahan. Fluttershy, Pinkie, and Rarity lost theirs while still stunned. Applejack and Rainbow tried to cling to their own, but they came loose. Twilight tried to turn her head away, but the crown broke free...

...And each element shot over to the corresponding place on the Six Dullahan, clicked into the emblems, and locked there. Once there...as the six, recovering from what happened, gaped and looked...they saw dark energy crackling like black lightning around each for a moment...before they colors dimmed and darkened, turning more foul and twisted. No longer being bright and glorious, they turned dank and loathsome. Now, Celestia gaped as well as they others, watching this happen...while Wormwood merely laughed.

"Amazing what just a little doubt, properly applied, can do! It can even taint your precious Elements of Harmony to become their true form!" She turned to the six. "Now!"

With that, in a horrific parody of Twilight and her friends, the Six Dullahan raised into the air. Only darkness emanated from them rather than light, and rather than a clear ringing noise, a dark resounding note came forth. Lights came from each of the elements...but they were not pure or glorious, but dim and faded. The seven could only watch in total disbelief as a new rainbow was formed...an off-color and dark one, which arched through the air and slammed down...not on any of them, but on Empress Wormwood herself. She began to laugh wickedly again as it swept around her...even as the leader of the Six Dullahan moved forward and opened her eyes...revealing nothing but blackness...and all light in the chamber was snuffed out.

It lasted only a moment, and then came on again...revealing to Twilight both herself and her friends rearing back and shielding themselves. They looked up a moment later, and soon quivered in fresh fear.

Empress Wormwood was laughing again, assuming she had stopped...but now, her armor was pulsing with darkness. Her horn-like blade crackled with wicked energy, and her own eyes gleamed brightly. The Six Dullahan landed and grinned at her, as Wormwood marveled at herself.

"Yes...yes! This is better than even my greatest predictions!" She said in twisted glee. "So much power filling me! I've truly gone from being a wretched little earth pony and ascended to being a goddess!"

To accent this...wings of shadow burst forth from the sides of her armor as well, like raven wings, and folded at her sides. That done, she looked ahead to Celestia and the others.

"Oh...I'm so sorry... I never did formally introduce you all to the Six Dullahan, did I? Not even you, Celestia." She turned her back on them soon after. Celestia began to step forward at that...but soon snapped back, as she ran right into a barrier of dark energy, crackling and sizzling, and invisible until she tried to pass it. Wormwood, not even noticing, walked over to the six in the back, and began to gesture to them one after the other. She stared at the one who now had a dim lightning bolt.

"This is Silver Streak...the greatest athlete in all of the empire. She became the best by following a good formula...cast off and trample anyone who holds you back. Backstab anyone who gives you an inch. Forsake such foolish things as friendship and family if it will get you somewhere. She embodies the element of Betrayal."

She moved to the one with a butterfly next...which had turned so dark it almost looked like a dank insect.

"Meet Willow Glen, a pony who found that they way to get what you want in life is by seizing it by force, and making all others around you feel pain, fear, and sadness until they give you what is rightfully yours...realizing the only pony you really ever need to be good to is yourself. She embodies the element of Cruelty."

Next came the one who bore a sickly green balloon.

"Here is Dark Chocolate...a pony who realized that while laughter is a very transient, very passing thing...sadness and tears, on the other hand, are far more long-lasting...far more potent forces that can be used to dominate a pony for years on end and chase away any glee. She embodies the element of Sadness."

The next was a one with a yellow gem.

"And here we have Golddust. She knows the key to true happiness...having things! Especially if you take those things from others. Her love of gold and jewels is second only to my own. She admires the beauty and the power that they give her...so much more valuable than harmony and generosity. She embodies the element of Greed."

She slid next to the one with a moldy-colored apple.

"Here's one of my favorites...Proudheart. I taught her everything she knows...namely how easy it is to play ponies for saps, to pit them against one another, and to take all of their so-called love and harmony and twist it with a few clever lies to where they hurt themselves and all they care for. She embodies the element of Dishonesty."

Finally, she moved behind the one with the dark crown, gently placing her own hooves on her and smiling.

"And this one...this one is my pride and joy, the jewel of my empire...Eternal Nova. She was fair at magic in my empire...but I gave her something far greater, something that would put her far above and beyond all other unicorns...something that would enable her to surpass even the greatest wizards...the power of technology. She embodies the true greatest element in all of Equestria...the one that shall dominate all in the coming days: Industry."

Wormwood soon stepped before them as they all beamed their 'new' elements with pride.

"How do you like them, Celestia? Before they were merely imposters...now they are the _true_ bearers of the elements. I stored them within one of our own freezers and set a trap, waiting for one of your little underlings to set it off and wake them up. It may have taken a thousand years...but it happened none the less. What do you think? How do all of you like my 'Elements of Disharmony'?"

The six retracted a bit at that.

"Elements of _Dis_harmony...?"

"_These_ are the true six virtues...the ways to power and glory." Wormwood grinned. "And very soon, every corner of Equestria will be filled with them. You turned _my_ kingdom into a ruin, Celestia...so I think it's only fair that I take _yours_. Or..." She snickered. "...Maybe I'll just build a new one on its _ashes_."

She casually pointed out one of the shattered windows. Celestia and the others turned, and soon let out yet another exclamation of shock and fear.

Canterlot was surrounded. Not by any mortal foe...but rather what looked like living suits of armor, eyes gleaming with lights, formidable and belching smoke, and heavily armed. They stood in thick ranks all about the city. The guards had already spotted them and were sounding the alarm. Panic was beginning to spread through the streets. There were thousands of them, all ready to set upon the city. After a moment, they began to march forward. There were so many and in such perfect unison that a rhythmic tremor passed throughout all of Canterlot.

"My 'Iron Horses'..." Wormwood exclaimed with pride. "Quite lovely, aren't they? You nearly found where I had them stored, Celestia...but luckily I had yet another trap set to bury my kingdom and hide them from your sight when you got too close. So nice...having an army that isn't weighed down by petty things such as pity and mercy..."

Celestia stared in shock for a moment, but then tightened her face and looked back to the empress.

"I have heard quite enough from you, Wormwood. They have to be controlled by you, and so all that means is that I have to stop you to stop them."

"I nothing, princess!" Rainbow said, flaring her own hoofs out at the ready and snorting.

Applejack soon joined her side. "We'll all do it together!"

Twilight's horn began to gleam as she aimed it forward. "That's right!"

"Much as a lady hates to bruise her hooves..." Rarity said daintily for a moment, before her eyes filled with fury. "I'll make an exception!"

"It's time for raw Pinkie Power!" Pinkie exclaimed as she waved her hooves in front of her.

"Um...if it wouldn't be too much trouble...could you give up, Empress Wormwood, ma'am?" Fluttershy lamely concluded, but nevertheless readied for combat.

Wormwood and the Six Dullahan stared for a moment, blinking. But then, the six began to snicker. Wormwood herself covered a hoof in front of her mouth to muffle a giggle, then looked out.

"Oh dear...I'd laugh if you all weren't actually serious. That would be quite amusing if you were. Now...it's just plain sad. Besides...I desire a little privacy."

With that, she stomped a hoof on the ground...and the six immediately shot forward, straight for Celestia. Immediately, the alicorn filled her horn with power and prepared a shield...only to have the Six Dullahan turn to the side and immediately burst in all directions. Applejack barely had time to gape before she was tackled by one and thrown out a window with her. The same happened to Pinkie as she yelped the whole way. Rarity was seized by a horn...and her captor burst through the ceiling with her. Finally, the two pegasi slammed their hooves into Rainbow and Fluttershy, knocking them out of opposite windows and chasing after them.

Twilight and Celestia alone were left. The unicorn gazed about in shock, and then looked back to Wormwood. "What...what are you doing?"

"Oh come now, Twilight." Wormwood said with a giggle as Nova landed, only to walk back to her with a cruel smile. "You don't really take me for a fool, do you? We're both avid researchers. We look for every possible thing that could go wrong. And those little stories you shared with me revealed one clear inescapable fact...together, you and your friends are unbeatable...but _apart_...you're simply nothing."

"What did you do with them?" Celestia demanded.

"Just simply sent them out to play with my Dullahan." Wormwood answered with a shrug. "Sent them all to different parts of the soon-to-be-ruined Canterlot to answer a little question of mine... Who is truly stronger? Can such feeble ponies with such weak Elements of Harmony in their hearts defeat my great Dullahan armed with the Elements of Disharmony? I guess we'll find out soon enough...when my Dullahan bring your 'champions' back...or, rather, what's left of them."

Celestia's magic began to flare as her teeth bared.

"Oh, don't be so upset, Celestia... After all, I left your favorite here. I want to see her die at the hands of Nova right before your very eyes..."

That was it. Abruptly, Celestia surged forward, horn first, and straight into the barrier. Black energy crackled as a result and held her back...but only for a moment, before her own horn radiated light...and broke through. As the barrier shattered, Celestia charged straight for Wormwood, who reacted in some alarm, and quickly crossed her own horn in front of her and blocked hers. The two clashed...and as they did, both Twilight and Nova shrank back as beams of light and darkness flashed about, tearing rifts and gouges into the room from the sheer power.

Celestia's eyes flashed with fury and power, but so did Wormwood's...and after a moment, through the straining, she grinned.

"For one...who embraces such frivolous things...you seem to resort to violence against me quite often, Celestia... Shouldn't you just be nice to me? Shower me with gifts? 'Truth' me to death?"

The two parted in a clash, using their wings to fly to either side of the chamber. A moment later, Wormwood cried out and aimed her horn forward, sending out a lightning bolt of black energy. Celestia, in response, dug in, and sent out a piercing ray of light. The two met...and the force from them was so strong that Twilight, having just gotten up, was blown back hard into a wall, enough to where she was stunned and slumped. Meanwhile, the very hall began to break down as the two clashed.

As Wormwood strained, she nevertheless kept grinning.

"You are weak, Celestia! I heard all about what happened with Chrysalis from your precious student...how a mere Changeling turned you into a _trophy!_ You've become far smaller and weaker than ever for embracing the Elements of Harmony! You couldn't protect your own kingdom! You couldn't even protect the ones you claim to love!"

Abruptly, she raised her hooves...and weapons deployed from them that, while she kept using her horn, fired balls of fire at Celestia. Seeing this, the alicorn's eyes widened, before she broke off the attack and snapped to the ceiling, dodging both the blast from Wormwood as well as the fireballs...both of which shot behind her and completely destroyed the tower beyond, obliterating it in a massive blast that all in Canterlot could see. As for Wormwood, she took to the air as well...and after a moment narrowed her gaze.

"...Or would you like me to demonstrate?"

She looked at Celestia a moment longer, her horn flashing with dark energy...before her head turned and the blade pointed...straight at Twilight.

Celestia gaped in horror. "No!"

Cackling wickedly, Wormwood snapped out of the sky and dove straight for Twilight, bladed horn first, aimed right for the unicorn's heart. Twilight had just finished recovering enough to look up, and gasped in shock as she saw Wormwood already nearly on her. There wasn't enough time to rise. There wasn't enough time for a spell. As the monster of a pony bore down on her, Twilight closed her eyes and expected the end...

"AUGH!"

Abruptly, the sounds of massive amounts of dark lightning flashing rang out...right in front of Twilight. She cracked open her eyes to see why...and the color drained from her face as she felt her heart drop like a stone.

"NO!"

Princess Celestia was in front of her...having leapt in the way just in time, and now having the tip of the bladed horn of Wormwood, flashing all sorts of dark energy, buried in her shoulder. The empress' cruel eyes lit up with wicked delight.

_"Yes!"_ She shouted victoriously.

Twilight looked...and saw that the blade hadn't just pierced her. It was actually pumping black energy into the wound, snaking into it. Celestia's eyes were open with an expression of total agony and misery, untold pain and anguish. She continued to cry out in pain for what seemed like an eternity, like Wormwood was torturing her with a violent, unquenchable hatred.

Finally, Wormwood lifted her head back and snapped her head...lifting Celestia off the ground by the blade and tossing her across the hall to connect with the ground, where she collided and slid...before halting.

"Princess!" Twilight cried, tearing onto all fours and running over to her.

However, the alicorn didn't answer. Her eyes had closed, but she still quivered and strained, as if in terrible pain. As Twilight ran over to her, she began to cringe into a ball and shake all over, as if she was freezing. Twilight soon was at her side and went down to it, and gasped again at her wound. It looked black...like some sort of rot or illness...staining her pure white coat. Immediately, she turned to Celestia's face and shook her.

"Princess...wake up! I'm here! It's Twilight Sparkle! Wake up!"

There was no reaction from the alicorn. She only continued to quiver and shake. But from behind Twilight, she heard a snicker.

"Don't waste your breath."

Immediately, the unicorn snapped around angrily, rising to her feet and facing off against Wormwood...even if she was the only one left.

"You monster! What did you do to her?"

Wormwood chuckled a moment as she polished her still-black-energy-wrapped horn against a nearby ruined bust against a wall. "I merely opened your dear Celestia's eyes to the truth...whether she wants to see it or not."

Twilight heard Celestia spasm, and snapped back to her. For a brief moment, Celestia's eyes opened as she gazed at nothing...before something horrifying happened. For a moment...her pupils turned serpentine before resuming their previous state, and then slammed shut again as the alicorn quivered in pain.

"Do you understand now, Twilight?" Wormwood cooed. "My armor, including my bladed horn, is filled with the pure power of disharmony. And when I stabbed your dear princess, I transmitted quite a bit into her. Even now...it's working its way through her far faster and deadlier than the worst venom...blocking out her memories of love...friendship...kindness...honesty...and all the rest...filling her heart with chaos and darkness... One hour. That's how long the Celestia that you know has to live...before she becomes fully corrupted...and becomes _my_ new weapon."

The unicorn's breath caught in her throat.

"If you thought Equestria seeing the Elements of Harmony turned to evil would be bad...imagine what will happen when they see their noble and great Celestia oppressing and destroying them? Heh...they'll practically be begging to serve me. And I'll see Celestia the way she was always meant to be...kissing my hooves. And to think...all of this...because of _you_."

Twilight stiffened. "What...me?"

"Why yes. If it hadn't been for you, dear Twilight, she never would have left me such an opening." She chuckled. "See the price you pay for a little love and kindness? I knew that I never had to overpower Celestia. All I had to do was threaten _you_...her 'faithful student'...and she'd be all too willing to throw herself right in the path of my blade." She chuckled. "Not only that, but you bring all your friends to Canterlot to bring out the Elements of Harmony so I can snatch them right away from you...and you lead me right back into the ruins to activate everything. Out of all my 'unwilling' partners over the years, Twilight Sparkle...you're definitely the greatest. How does it feel to know that you caused the corruption of your own dear teacher?"

That was too much for Twilight. Her fear and anguish abruptly gave was to anger. Despite her own power, she took off and charged for Wormwood, letting loose a spell as she did so. A beam shot out...but merely fizzled against Wormwood's armor like fire dropped into water. Snorting, she swung his horn out...generating a hammer made of dark energy and slammed it into the unicorn, ripping her off her feet and flinging her back, until she too was sprawled on the ground.

"What an insignificant pest." She hissed. "I think when I take my place as empress, you'll make a fine first example..."

Twilight weakly groaned, and forced her hooves underneath her, pushing herself up. Yet as she did, something caught her vision.

Just outside, in spite of the Iron Horses marching on Canterlot...the sun had begun to set, and was moments from vanishing beneath the horizon.

"Now...the only question is, do I mount you inside a crystal?" Wormwood chuckled, not noticing. "Or do I work you until you can rise no more? Oh...I know! I'll have you be Celestia's first victim!" She began to laugh cruelly again.

Twilight looked to her a moment, but then looked back outside...as the last rays of sun went beneath the rolling hills...and Equestria was at night.

Wormwood continued to laugh, reveling in her own power for a moment longer...before a pair of hooves shot down and slammed into her, ripping her off of her own feet and throwing her back, smashing her into the same heavy stone doors she had broken in through. She slumped to the ground, and shook her head, then looked up, her face going tight with rage.

Twilight herself looked...and watched as the form of Princess Luna, face also tight with rage, gently landed in between Wormwood and Twilight and Celestia. Her gaze seemed to almost burn into the empress.

"Wormwood..." She spoke through clenched teeth. "Don't you _dare_ lay a finger on my sister again, you filth!"

As for the empress, she raised herself up and dusted herself off a bit, her smile returning.

"Ah...Nightmare Moon...how nice to see you again. Good heavens...you're not wearing the _lovely_ gift I gave you."

A moment later, Wormwood cried out as a blast of power smashed her back into the wall again. Luna, on her part, stomped forward angrily.

"The _name_ is Princess Luna. Now feel the wrath of the night!"

Luna immediately fired her horn again. Hissing, Wormwood flapped into the sky, narrowly avoiding getting blasted. She returned fire with her own blade horn, firing wildly everywhere, and causing Twilight to run back to Celestia, trying to guard her from errant blasts. As for Luna, she took to the air and flew around, avoiding each and every beam, and finally shooting at Wormwood with a beam of moonlight energy. The ancient pony was struck again, and cried out as she faltered, but soon grit her teeth and stabilized, beginning to throw fire at Luna next. The alicorn dodged each ball, shooting straight for her foe...but Wormwood grinned and shifted to ice soon after, sending a shower of deadly darts for her. Luna's eyes widened, and quickly she generated a shield to protect herself, intercepting each ice shard...but leaving her open to a kick in the face from Wormwood, knocking her back into the chamber.

Luna tumbled in midair, but landed on all fours and dug in, snorting as she looked up. Wormwood dove for her, looking to stab her as she had Celestia...but Luna was too fast, and swung her own horn down to intercept. The two clashed and collided, and bit down for a moment. Then, they parted, flew through the air, and collided, letting loose more energy. They did so three times, sending out shockwaves of power...before Wormwood shot forward for another stab. However, Luna darted in faster, and swung her head up, deflecting her blade horn and rearing up to kick her in the breastplate. Despite her armor and power, Wormwood gave a cry as she was ripped out of the air and smashed into the stone floor hard enough to fracture it.

Hissing angrily, Wormwood rose, even as Nova ran to her side. However, as she looked up, she saw Luna standing her ground and facing off against her, her horn still radiating power. After a moment, she snarled and rose.

"Such fearsome power..." Wormwood sneered. "Even after all I've obtained, a single alicorn is enough to hold me back. You should have kept the title, 'Luna'. You could have been the greatest in Equestria."

"Keep your forked tongue behind your teeth, trollop." The alicorn retorted. "I'll not listen to your lies ever again."

Wormwood stared a moment, but then took off into the air with her own dark wings.

"...Have it your way, Luna. In the end, it really doesn't matter. So you can protect your fading sister...but her power is broken. See for yourself."

Luna risked a look behind her. Twilight did the same, and was shocked.

The blackness on Celestia's arm had expanded. Now it was a great black spot on her shoulder. If that wasn't enough...her horn was literally eroding, and her feathers falling from her wings.

"In less than an hour, Celestia will belong to me, and then the two of us will be far more than you can handle. In the meantime...stand there and guard her all you like...as the rest of Canterlot burns in the fires of my Iron Horses. You're an alicorn, Luna...but in the end, you're only _one_ alicorn...and you never could rally the people or bring them hope and courage like your sister could."

Luna turned back and glared at Wormwood hatefully...but in the end, her own face was weaker...showing that she knew the truth of Wormwood's words.

"Enjoy it while it lasts...say goodbye to your sister while you can." Wormwood sneered. "...While she still remembers who you are...and assuming she can still hear you."

Luna's body quivered in rage...but even as it did, her own eyes began to tear. Twilight herself bowed her own head, looking hopeless, fearing that all was lost. This was the greatest nightmare she had ever endured. Not even when Chrysalis had defeated all of their power and contingencies did things seem so futile. And what could she do? What could she possibly do when all of her power was useless and her friends gone?

"Twilight..." A weak voice croaked.

This caused the unicorn's thoughts of despair to break, and she turned...and realized that Celestia had said something.

"Princess?"

Her eyes were closed, and she seemed only semi-conscious, but she managed to croak out one small phrase.

"Help...them...remember..."

The unicorn could only blink in response. What did that mean? What was Celestia trying to say? Was she so delirious that she was remembering when they fought against Discord, when she had given Twilight the key to reversing her own corruption and that of her friends? But if so...was that just rambling, or was it a course of action now?

Twilight tried to think...but didn't get the chance. Wormwood turned and began to fly away...but paused, and looked back momentarily.

"Oh...one more thing, Twilight Sparkle."

Hearing this, the unicorn was again distracted and looked up...just in time to see Wormwood grin evilly at her.

"I'm afraid you _won't_ be getting the privilege of watching your princess fade... You can join the game along with your friends."

Abruptly, Nova snapped her head up right in Twilight's line of sight, grinning wickedly at her.

The unicorn barely had time to gasp before, using her own mechanical armor to push her, Nova shot at Twilight like a streak and slammed into her...ripping her off of her hooves again, smashing her through the same stain glass window showing the three races electing Celestia, and soon shooting out far over Canterlot. She zoomed away afterward...leaving Twilight to cry out, flail, and begin to fall to the ground far below...where the city was already in chaos, fire and eruptions spreading everywhere from the Iron Horses, and, above it all, all the way down...Twilight heard the laughter of Empress Wormwood in her ears...

* * *

As the roofs shot by, Twilight continued to flail and panic a moment longer. After all, the shock of being thrown out the tower as well as everything else that happened had overwhelmed her. However, she suddenly stopped screaming and shook her head.

"Think! Levitate...levitate...levitate..."

A moment later, her horn began to glow, and soon the aura spread to her whole body. Her descent began to rapidly slow soon after...until, by the time she entered one of the streets...her magic slowly let her rest against the ground. She spun over and set her hoofs down, and dropped the spell, sighing in relief.

"No offense, Applejack..." She said aloud to no one in particular. "But after that one trip off a cliff...I wanted to make sure I could stop myself in the future."

The unicorn had only a split second more to rest, however, when a blinding light came up. She looked to it, and soon gasped...seeing a bolt of lightning headed for her. Quickly, she snapped back...just as it smashed down where she was and left a burning streak in its wake.

Twilight gasped for a moment to catch her breath...before an armored unicorn slammed down in front of her, fracturing the pavement. Twilight looked up, and soon saw the grinning Eternal Nova...a smoking antenna collapsing into a metal horn on her armor.

"Heh heh...you left the empire without saying goodbye...Twilight, was it? Naughty."

The unicorn stiffened in response, but said nothing as Nova scratched her hoof against the ground and lowered her head toward her.

"I'm so glad the empress allowed this to happen... Now...it's just Celestia's simpering pupil against Wormwood's great disciple. Now I get to show all the ponies in Canterlot how superior Industry is to Magic." She raised a hoof and beckoned with it. "Come on, teacher's pet...show me what you can do!"

Twilight held for a moment longer, but then frowned. She figured she had better. After all, if she was going to get back to Celestia and Wormwood, she'd have to get by her. With that in mind, her horn ignited again. In response, a collection of earthware pots within a nearby flower shop raised into the air. A moment later, each one began to shoot for Nova, in a veritable storm. However, the Dullahan merely snickered...before her eyes lit up. A storm of light beams shot out in rapid succession, blowing up every pot in seconds.

The unicorn was stunned...but didn't give up. Immediately, she aimed her horn again. Nearby, a chain on a railing outside a store broke free and sailed at Nova from behind. She looked to it, and soon watched as the chain wrapped around her body, tying her hooves together and restraining her. For a moment, Twilight smiled, thinking she had done it...before Nova grinned. The armor on her hooves suddenly heated up to gleaming red, and a moment later she melted through her restraints, snapping the chains and leaving her free again.

Growing uneasy now, Twilight used her horn again, sweating a bit this time, to cause the wind to pick up and blow through a series of creaky panes on windows nearby, producing a soft, musical melody. It was enchanting and smooth, almost like a gentle lullaby, and Nova's smile faltered slightly as she began to waver, looking like the music was putting her to sleep. However, after only a moment...her grin suddenly returned and she snickered...as her armor deployed coverings that slammed over her ears and blocked out the sound.

Twilight was stunned...and, in desperation, sweating and straining, she fired another blast at Nova. In a moment, she disappeared in a bright violet flash...and when the light and smoke cleared...all that was left there was a small white rabbit. Twilight lit up at that...before what looked like spikes poked through the rabbit's fur and sawed downward, removing the rabbit like a costume and causing it to vanish in smoke...revealing, behind it, the grinning Nova with her horn turned into a chainsaw. A moment later, the chains and teeth returned to the horn, and she let out a laugh. As for Twilight, she could only shrink back nervously. Even if she had any more spells at this point that she thought would be effective...she was too tired to use them.

"Pathetic." Nova snorted. "This is all that the great Celestia's star pupil can do? A few cheap tricks? Here I was hoping for a battle for the ages!" She held a moment, then sighed and shrugged. "Oh well. I guess I'll just have to settle for destroying you now."

With that, she raised her own hooves, revealing cannons mounted on them much like Wormwood's, and she proceeded to launch fireballs at Twilight. The unicorn gaped, but immediately turned and began to run into the city through the streets. Behind her, Nova cackled and ran after her, blasting the ground at her heels as she did so.

* * *

Applejack groaned from the alley where she landed. She raised her head, looking rather dizzy and out of the loop, but quickly gave it a shake, and was alert.

"Huh? Wha...what happened?"

In response, she heard a dark laugh from all around her. Immediately, the earth pony shot up and looked about...soon seeing she was in a rather cluttered alley, filled with old wagons, garbage cans, pottery, and many other things...and all of it casting long shadows all around her, making dozens of dark spots.

"Who...who's there?" Applejack called out, before growing bold. "Show yourself!"

Another laugh was all that followed, seeming to resound and echo from everywhere. Applejack looked around, but couldn't tell where it was coming from. Despite her own boldness, she felt anxiety creep into her.

"I'm...I'm not afraid of you! Come on out and get what's comin' to you!" She said as she continued to look around, backing up against a wall as she did so. Yet as she did...an armored hoof slipped out of the shadows nearby, and proceeded to lightly tap the earth pony on the shoulder. Feeling that, she turned around...and soon received a hoof smashing her in the snout, sending her into a tumble.

She landed a moment later, dazzled, but she quickly shook her head and got back to her feet. Even as she did, she heard another laugh...just as Proudheart emerged from the darkness, grinning at the cowgirl pony.

"Well, if it isn't a country girl..." She mocked. "I always hated you rural ponies... So weak."

"You big palooka!" Applejack shot back, immediately getting at the ready. "You think I'm so weak, why don't you fight me fair and square?"

Immediately, Proudheart formed an innocent look.

"Fair?" She echoed. She thought for a moment, and then lit up. "Oh! You mean...none of these."

With that, she jabbed her hoof out and poked Applejack in the eye, causing the earth pony to yelp and pull back.

"Or these."

She slammed her armored hoof down on Applejack's, causing her to rear up and grab it.

"Or these."

She gave Applejack a low blow right in the kidneys...knocking the wind out of her and causing her to double over in pain.

"Sure, I can do that." Proudheart said with a snicker. "But...you've got no problem with these, right?"

She drove her hoof up and smashed it under Applejack's snout, pulling at her nostrils.

"Or these?"

She smashed her hoof into Applejack's throat, causing her eyes to bulge and her to gasp for air. However, after recovering a moment, she glared at Proudheart.

"Alright...you pushed me too far." She put her own hooves up. "Stick 'em up! I'll show you a good ol' fashioned round up!"

Proudheart merely grinned in response, putting her own hooves up...before she grinned a bit more...and an amount of dust sprayed out of one of her fists and nailed Applejack right in the eyes. Immediately, she winced and rubbed at them, allowing Proudheart to strike her two more times with her armored hooves. For the third, Proudheart aimed a hook for Applejack, but, by then, the cowgirl pony had recovered enough to see and prepared to move back.

"...Duck!" The Dullahan suddenly shouted.

Instinctively, Applejack did so, and Proudheart snickered as she buried her hoof in her gut.

* * *

In another part of the city, where many ponies and citizens were still running around in growing panic, and the sounds of destruction were getting closer, Rarity walked down a street looking about from side to side.

"Thank heavens that awning was there to break my fall. I nearly chipped a hoof so soon after having them done... But where are all the others?" She tried calling out around her after a moment. "Pardon me, everypony, but have you seen..."

She soon trailed off, realizing it was useless. The ponies were too riled up and fearful. Rarity looked around hopelessly for a moment, before the crowd suddenly parted a bit. She looked forward, and was just in time to see Golddust emerging from the group, grinning darkly at the unicorn. She stood there a moment, facing her off, as Rarity looked and gaped in fear at her. However, as a panicking unicorn with a silver necklace ran by, Golddust's hoof suddenly lashed out, without her stopping to look away from Rarity for a moment, and she smashed it into the unicorn so hard that she went flying...leaving her silver necklace behind. Golddust snatched it out of the air and looked at it for a moment, smiling widely.

"A nice little bauble...but I'm sure there are _far_ better treasures in Canterlot. Still...as I want them _all_ to begin with..." She shoved the necklace in a compartment in her armor.

Seeing this, Rarity's shock vanished and she frowned at her. "Why you big brute! Not only are you a bully, but also a thief!"

Golddust shrugged as she swung her fist down on another passing pony's head, knocking her to the pavement, but also knocking off a pair of earrings, which she snatched from the air using her own horn and threw in the compartment as well. "If ponies are too weak to keep me from taking their things, they don't deserve to own them in the first place. Besides, it's so much easier to just take what you want from the weak. It's the secret to my success. On that note..."

She suddenly held up a hoof...just as a large pair of shears deployed out of them, looking almost like swords. Rarity gulped and recoiled.

"What...whatever are you going to do with those?"

"I must say, you have quite a lovely mane. I've never seen anything quite like it."

Hearing this...Rarity momentarily forgot herself and smiled. "Do you like it?" She bowed her head and swirled it around herself, smiling widely. "Well, I _do_ give it at least three hours of attention every day, hydrating shampoo, silky conditioner, and I brush it at least 1,000 times before bed every night."

"In fact..." Golddust grinned as she held up the shears. "...I think it will make a lovely set of extensions."

Rarity's happiness vanished as she gaped, and then covered her mane protectively. "You wouldn't _dare!"_

"I would." The Dullahan sneered, before taking off for her.

Moments later, and Rarity had turned and begun to scream and panic while running far worse than all the other ponies on the block put together.

* * *

In another part of Canterlot, Fluttershy was nervously flying through the various buildings, constantly gulping and looking around.

"Um...hello? Girls? Are any of you around?" She called...or, at least, _thought_ she was calling, for her small voice was barely registering above a whisper.

As she looked, she soon saw up one street...where a group of Royal Guards were furiously combating a troop of Iron Horses marching down the street. They stabbed at them with spears and kicked them, but it took at least three of them to defeat a single Iron Horse, and they were already severely outnumbered.

"Oh...oh my."

Abruptly, a ball of fire shot through the air and impacted a building to her side, causing her to recoil.

"Oh...oh my!" She exclaimed a bit louder.

Then...abruptly, Willow Glen shot through the air behind her and kicked her in the back of the head. The force was enough to knock Fluttershy out of the sky, send her flying head first, and soon after tumble right into, of all places, the Canterlot gardens. She landed on her face, and soon dragged along it, digging a big rift into the ground. She stopped soon after, and raised her head, shaking it a bit, and knocking some of the soil and grass from her head. However, she continued to look timid and whimpered slightly.

A loud laugh was soon heard from overhead, causing her to recoil and shrink back...cringing...as Willow used her own wings to lower right in front of her and touch down. Fluttershy recoiled a bit. In response, Willow leaned into her face and shook her head.

"Aw...look at the widdle pegasus... She's nutting but a big widdle baby..." She taunted in a mocking voice, leaning her hoof out to pat her on the head...before yanking Fluttershy's mane enough to make her cry out, and then jabbing her in the nose to pull back. Tears of pain and fear flowing into her eyes, Fluttershy staggered back. "What...you gonna cry, little baby?"

Fluttershy continued to tear up a moment, but swallowed it back and forced herself to get up. "Um...excuse me...Ms. Willow Glen...I would like it very much if you would please maybe stop wrecking Canterlot. There's a lot of small ponies and timid creatures living here."

Willow glared at Fluttershy a moment...and then got a large, wicked grin.

"Oh...lots of timid creatures, eh?" She said as she walked forward a bit, causing Fluttershy to whimper and recoil. As for Willow, she walked until she got next to a tree, and then paused. "You mean, like..." Abruptly, her hoof shot into the tree and yanked out again...revealing it had deployed a clamp that has clasped around a sparrow. The bird was quivering in terror, looking up to Willow in fear. "This one?"

Fluttershy, on her part, gasped.

"So...it would be a bad thing if I was to..." She slowly reached over, bit down on one of the bird's tail feathers, and then yanked it out, causing the bird to spasm in pain. "Pull out all of its feathers one by one?"

The timid pegasus stared a moment longer, but then her brow creased. She got back fully on her hooves and tightened up. "Ok...that does it." She stated more firmly. "_Nobody_ picks on poor defenseless animals around me!"

With that, the pegasus broke into a charge straight for Willow, her face tight with anger and fury. Willow laughed a bit at the bird, but then lost her smile and stared at Fluttershy headed right for her. She seemed a bit surprised at the sudden change. She watched and waited as Fluttershy got nearer and nearer, fuming and snorting the whole way, as she reared back a hoof and came right up to her...

...And then, abruptly, she became timid again as she lightly moved her hoof forward and tapped Willow on the shoulder.

"Now don't make me do that again."

Willow's face fell...before she kicked out with one foot so hard that Fluttershy went flying and smashing into the nearest tree.

* * *

In another part of the city, the Iron Horses had already busted in, and were deploying more fireballs to start burning up houses and smash everything in sight. Most of the citizens had already fled for it. However, one pony remained behind. Running as fast as she could, Pinkie was charging through the destruction, trying to go for cover, even as the Iron Horses charged forward. They were slow, at least, but still in range.

Abruptly, her tail twitched as she ran.

"Tail twitch...that means falling object!"

Quickly, she darted to one side to avoid a piece of rubble hitting her. Soon after, her eyes blinked three times rapidly.

"Triple blink...that means fire!"

She soon leapt into the air and shot over a fireball that nearly tagged her. Soon after, her entire body shook and twitched.

"Let's see...scalp shift, left rear leg stomp, right eye blink, two...no, three nostril scrunch, and double front leg tap...that means...FISHTANK!"

She immediately put on the speed...shooting by the window of a pet store before another fireball shattered the glass and triggered a near tidal wave of water which she narrowly evaded. Immediately, the pink pony turned around a corner and darted down another street, and after charging a bit farther into it...the noise of the Iron Horses died down. She halted, and then slumped and let out a sigh of relief. However, a moment later, her back scrunched.

She turned curiously to it. "Hmm...what does a back scrunch mean?"

A moment later, and Dark Chocolate shot out of the sky and smashed both of her rear hooves on the top of Pinkie's head, bashing it into the ground part of the way. Dark snorted and immediately leapt off and to the side, as Pinkie, groggy and googly-eyed, leaned her head up, horseshoes dancing around her head.

"Ah...that's what it means..." She said in a half-dazed voice, before shaking her head and looking forward, to see Dark staring at her.

The Dullahan gave a snort. "Celestia truly is a fool..." She sneered. "Look at her champion...a mere clown."

Pinkie's brow furrowed, and immediately she stood up and huffed. "Hey! I resent that! I mean...what's wrong with clowns? They make you laugh!"

Dark snorted again. "Laughter...the sign of a mindless dolt. You think some dumb reflex is going to keep away pain and despair?"

The Dullahan shot forward, and spun around and kicked Pinkie under the jaw, knocking her back and sending her to the ground. The pink pony was stunned by the move, and as a result could do little before Dark came forward and seized her by the mane with her teeth...and then snapped around and threw her into an outdoor fruit stand.

"Look at you...you're friends are going to be destroyed. Your kingdom is falling. Your princess will soon be one of us. And you can't do the slightest thing about it...nothing except make pitiful jokes and try to daydream that everything you've ever cared about isn't fading! You don't even have enough faith in the imaginary 'power' of laughter to be able to hold on to your element! You're nothing but a useless fool!"

Pinkie slowly picked her way out of the fruit, shaking some bananas out of her mane, and patting one side of her head to knock out two oranges and an apple, and then turned back with a tense expression to Dark on hearing her words.

"You can't help yourself, your friends, or anypony else! All you can do is be an idiot!"

Pinkie heard this, and her lip trembled as her eyes began to water.

"But...I'm not an idiot..." She insisted as a tear ran down her cheek.

Dark snorted again. "That's better...tears. Let's see how many more I can squeeze out of you before I grow bored..."

* * *

In another part of town, one of the more heavily occupied areas, where the Royal Guard was fighting furiously not just to save the city but to at least keep the Iron Horses from destroying the buildings where many ponies were holed up, two streaks of light shot rapidly through the sky...one blazing a rainbow, while the other blazed a silver streak of light. They arched around each other multiple times before coming together in a crash of sparks, and did so a few more times, before their owners parted from each other.

Rainbow panted and heaved, a bit dirty now and definitely sweaty, but her wings still beating strong. As for her own opponent, the pegasus named Silver Streak, she grinned at her and flew more casually nearby, not even looking that winded.

"Heh...not bad, kid." She chuckled. "Maybe you really _are_ the best pegasus in modern Equestria... Unfortunately, compared to _me_, that's not saying much."

Rainbow wiped her brow, and grinned...masking her growing exhaustion. "Ha! I could do this all night! And none of your fancy technology could ever match me!"

Silver snorted and waved a hoof at her. "Oh please... You'll never be as good as me and I know it. Know why? You keep letting everypony hold you back."

Rainbow frowned. "Do not!"

"Oh yeah?" Silver said with a malicious grin...holding up a hoof and making a cannon pop out. Rainbow braced herself for an attack. Silver aimed the weapon at her a moment...but at the last minute, turned her aim down to a small house with debris blocking the front door, firing off a fireball for that instead. The pegasus gaped, and looked down as the fireball struck the roof, and immediately bathed it in flames. Screams soon came from within from the family trapped inside.

"Ohmygosh!" Rainbow shouted, before quickly putting on the speed, shooting down in a rainbow-colored streak, breaking through the front and immediately zooming through the entire house. A moment later, she shot out, carrying the entire family in her front hooves, and quickly deposited them on the ground. That done, she sighed in relief and wiped her brow again...right before Silver shot out from the sky and smashed a hoof into her face, sending her flying and toppling over until she crashed into a cart parked in the road. Rainbow raised her head and shook it, and glared angrily at the pegasus.

"Hey, that was a cheap shot! Your fight's with me! Leave these other ponies out of it!"

Silver snickered as she flew in front of Rainbow for a moment tauntingly. "Sorry, Rainbow...but so long as you insist on being sickening loyal to everypony..." Immediately, she snapped away to another building where a group of ponies were huddling for cover under an awning...and, in one quick move, she shot by and snapped half of the support beams, causing it to start coming down. "I'll just have to let them _all_ in on our fun!"

Rainbow gaped again, as the awning began to collapse on the ponies, who reacted in terror. They tried to flee, but some of them were too slow. Quickly, however, Rainbow flew up, over, and underneath the awning and put her hooves overhead. She caught it and began to flap as hard as she could...sweating and straining. In doing so, she managed to slow its descent long enough for the other ponies to get clear. Yet as the last pony ran for cover...Silver shot in and pounded Rainbow in the exposed stomach with a hoof, knocking the wind out of her and making her face turn cross-eyed...before she smacked her out of the sky with another hoof, knocking her free of the awning, but sending her slamming into the street.

The pegasus shook her head, but still groggily leaned up, as Silver continued to laugh at her.

"Still think being loyal is the way to power?" She sneered. "Yes? In that case...let's see how many ponies you can save before you collapse!"

* * *

Twilight was growing tired by now. After fleeing Nova through the streets of Canterlot for some time, she was almost on her last legs. Every bit of stamina she could spare she used to try a new spell...but no matter what she did, Nova's armor had an answer for everything. Even teleporting didn't help. Nova had some sort of thrusters in her armor that enabled her to catch up with Twilight in an instant, and even performing that spell exhausted the unicorn. Nothing made her stop or got her off of her. And the unicorn was growing exhausted from dodging the constant streams of lightning and fire.

Yet this wasn't the worst of it. Her friends were in trouble. Canterlot was in flames from the Iron Horses raging over the city. The Royal Guard was collapsing fast. And through it all...she knew back in the palace, Princess Celestia was succumbing to the corruption of disharmony. She needed to do something...but she couldn't do anything. She couldn't even head back to the palace. Nova headed her off every time she tried.

As Twilight ran, she looked up to the clock tower in Canterlot, and gasped.

"There's only thirty minutes left! I've got to do something!" She looked back ahead. "But what? I've tried every spell I know!" She groaned. "Celestia...what were you trying to tell me? 'Help them remember'? What does that mean?"

Abruptly, Nova shot out another fireball...and it came close to Twilight, detonating right behind her. The unicorn soon cried out in alarm as she was knocked into the air and sent flying again...but this time, to her shock, she realized she had run too far. She was right on the edge of Canterlot, and just up ahead was a railing leading over the edge that fell down the mountainside. She flailed out, trying to stop herself, but in the end smashed into the railing so hard that she broke it...and began to fall over the side. At the last moment, she turned and planted her hooves on the edge...and hung there. She looked below here, and saw nothing but a steep drop to a rocky chasm below.

The unicorn turned forward and tried pulling herself up...but was too weak and tired to do so. Soon after, she focused, and her horn began to light up for a moment...only to dim a moment later as she exhaled. "It's...it's no use!" She cried. "I've used too much magic! I can't even manage a levitation spell!"

"Isn't that a pity..."

Twilight went rigid, and looked up on hearing that dark voice. A moment later, Nova, quite calm and grinning wickedly, walked up to the edge and looked down on her. Her lenses gleamed, and her teeth shone in the darkness of the night.

"Somewhat of a lackluster ending for Celestia's star pupil, I'll admit..." She remarked aloud...before her hoof flicked out and struck her left one, sending it over the side. Twilight gasped as she soon found herself holding on by one hoof...and rapidly starting to slip.

"But oh well." Nova snickered. "At least I can make it last..."

With that, she moved her other hoof forward, set it on top of Twilight's, and slowly, torturously, moved it along...gradually stepping on her hoof. Twilight's pupils shrunk again, and soon she began to wince and tighten her jaw, feeling the pain beginning to radiate through her hoof and foreleg. Nova only laughed more darkly and wickedly, pressing harder and harder as she moved her hoof over hers, eager to see how long it would take Twilight to break. The unicorn looked back up desperately...looking for hope...any at all...of getting out of this...and seeing nothing. For a moment, she truly believed it was over...

But then...Nova's hoof, still inching along Twilight's...slowly touched the memory charm bound to her ankle.

The moment it did, a spark went out, and a ripple traveled out from it...a ring of light that passed through Twilight's arm...but also through Nova's. Immediately, her grin faded.

"What...?"

Twilight's despair vanished momentarily, and she looked to see the light traveling through her as well. "Huh?"

Nova recoiled momentarily, moving her hoof off of Twilight, and seeing the light continue to travel through her. She looked uncertain and afraid of it, not knowing what was happening, and suspecting something hostile. Twilight, on her part, could do little but let the light travel through her. After a short time, it had gone through both unicorns, from the tips of their legs to the tops of their heads. And the moment it did...the corrupted Element of Harmony gave a shimmer...one that caused both to look to it. Abruptly...it shimmered again...before igniting into a brilliant light. Both Nova and Twilight looked at it...as it grew larger and larger...bathing them both in its glow...surrounding them with the blinding light.

And yet...Twilight somehow wasn't blinded. She stared into it as it grew brighter...and brighter...and brighter...

* * *

Then...Twilight blinked...and looked around in confusion.

"Huh? What the...?"

Twilight was no longer hanging on the cliff. Rather...she was standing somewhere shrouded in thick mist. It swirled and coalesced and moved about all around her...a large and endless void of it. The world she was in seemed hazy...muddled...intangible. It looked as if it wasn't really there at all, and that everything in it, including her, was a phantom. She looked around for a bit in confusion.

"Where...am I?" She said curiously.

As if to respond to her, she began to hear a filly talking.

"Look at that..."

In response, Twilight turned and looked to where she heard that voice. To her surprise, the mist before her suddenly parted a bit, and shapes formed in it. It looked like a square in Canterlot, but from a much earlier age, based on phantoms of ponies that walked by, each one dressed in older styles. However, the vision focused on a group of unicorns in the center of the square, especially one that was dark blue with space-colored streaks in her hair and what looked like a brilliant flash for a Cutie Mark. She was sweating and straining, her horn barely glowing, but able to make some sparks and lights, like a mini-firework display. The other unicorns looked 'impressed', but Twilight could tell they were faking.

"Wow, Nova! You can do that already?" One stated in an exaggerated tone, giving a wink to the others.

Hearing this, Twilight's eyes widened. "...Nova?! That foal is Eternal Nova?"

The unicorn cut it off and blushed. "Heh...I guess I can. My family has always had lots of really magical ponies."

"You're a shoe-in for getting in the magic academy tomorrow! You can't fail!" Another said with an eye roll.

"I sure hope so. Mom and dad are counting on me being the next great unicorn in the family!"

As she turned and walked off, however, the other unicorns watched her a moment, before looking too each other and snorting, snickering at her as if she was a joke.

The mist suddenly shifted, beginning to turn from shapes back into vapor again. Only the young unicorn in the center remained as Canterlot, the ponies, and the young unicorns vanished. After this happened, however, the unicorn changed. She was now quivering all over, her eyes running with tears. A moment later, and three other adult unicorns suddenly materialized at the foot of some great institution of learning. They looked down at her darkly and dismissively.

"Please...give me another chance! Don't kick me out! Please!" She begged. "I can do magic! Really, I can! I just got nervous! Just give me one more chance! Please!"

The unicorn in the lead merely snorted and looked down on her. "You had your chance, and you failed to display magic within the exam time limit, Eternal Nova."

"I'm begging you!" The unicorn pleaded. "My whole family is full of great unicorns! If I can't get into this school...I'll be a failure! I'll be a black sheep!"

The unicorns, however, had no pity.

"Perhaps you _are_." The one to the left snorted. "I haven't seen a unicorn as talentless as this one outside of an earth pony..."

"We are done here." The one on the right responded. "Be off with you."

Eyes filling with tears, the young unicorn looked at the older ones for a moment longer...but they simply turned away and went inside. Quivering with fear and sadness, Nova turned away and looked to the ground, sitting in the mist and sobbing. The image of the school behind her vanished...but was soon replaced by the images of two very proud-looking unicorns, a stallion and a mare, inside a well-to-do house.

"I can't believe you failed! Do you have any idea what kind of embarrassment this is to our family?" The stallion shouted.

"_Every_ unicorn in my family for a hundred years has attended the Canterlot academies...and now I have to have this black spot sullying the family name?" The mare threw in.

"I tried..." Nova sobbed. "I tried!"

"You didn't try nearly hard enough!" The mare snapped back.

"Go to your room!" The stallion snapped in response.

The unicorn's eyes widened and began to shimmer. "With...without supper?"

"You're lucky I still feed you at all, you magicless embarrassment!" The mare snorted.

"Ugh...now everyone in Canterlot is going to think that I married an earth pony at some point..." The stallion groaned, already looking away.

The mare and stallion turned and vanished into the mist again. "Perhaps we can claim she's a friend's foal that we took in..."

Twilight was cut to the quick at the heartlessness...and felt pity growing for the poor, neglected unicorn left behind. She sniffled and sobbed as the room vanished…leaving her alone in the mist.

"Everyone hates me! No other unicorn thinks I'm worth anything because my magic is so weak! What can I do?"

Bowing her head again, the child continued to sob, as Twilight stared at the foal sadly. But soon after, she reacted as she saw a dark mist form behind Nova. A moment later, it came together...and took the form of a body.

The twisted, grinning body of Empress Wormwood.

"Poor, sweet child..." She hissed like a deadly serpent, moving up behind Nova, and getting her to snap up and look to her. She reacted in fear instinctively, cringing a bit, but Wormwood slid in behind her with a sinister smile. "Such a talented young one... So full of promise..."

Nova recoiled for a moment, but then leaned forward. "You...you think I'm talented? You think I'm full of promise?" She smiled a bit at this, but then it faltered again as she slumped. "But...but nopony else thinks so..."

Wormwood slid around to her shoulder. "Who cares what other ponies think, Nova? I _know_ you're powerful. That you could be the greatest unicorn Equestria has ever known."

Nova looked up at that. "What...really?"

Wormwood nodded. "All you have to do...is come under my guidance. And I shall shower you with such gifts that you will have power that surpasses all other unicorns. Oh...and one more thing..."

She slid around to her other shoulder, and whispered in her ear.

"You need to stop being so...soft."

Nova reacted to that...and she wasn't alone. Twilight, hearing this, began to have her brow furrow.

"Soft? What do you mean?"

"No more of your silly, childish nonsense, Nova." Wormwood continued. "No more little flowers growing or making the rivers clear or making little sparks of light."

"But...but that's the only magic I can do..."

"_Forget_ magic, Nova." Wormwood hissed, almost turning angry for a moment, spinning in front of her and taking her cheeks in her hooves...before calming again. "_Industry_ can give you all the power you ever wanted and more. And you _do_ want power, don't you? You want to be respected and admired by everyone, don't you? You want to be known as the greatest of the unicorns, don't you?"

Nova hesitated here. She looked down. "I...I just want the other unicorns to like me..."

"And that's how you do it, Nova..." Wormwood cooed as she slid behind her again. "Gain power. Become the greatest. Be able to grind down any who would laugh at you...mock you...make you cry... You don't like being made to feel unhappy or sad...do you?"

Nova paused for a moment, looking to the ground.

"Do you?"

She held a bit longer, before her own face turned dark. Her sadness disappeared, and her brow creased. "No...I don't."

"Then make them pay, Nova...make them all pay...make them _beg_ to give you love and admiration...to revere you and idolize you as the greatest of unicorns. Embrace power. Wear it around your heart as a shield from all of the slings and arrows of sadness they throw against you. Reject childish things and embrace Industry...and all the power it can give you...all the joy it can bring you! Become my faithful student, Nova...and you'll never be sad or abandoned again..."

Nova, her face rapidly turning dark, stood up. Grinning wickedly, Wormwood began to shrink back and fade into the mist again.

"Yes...I will. I will!" She said with growing volume. "No one is ever going to make me cry again! I'm going to make _them_ cry! Every unicorn in Equestria is going to tremble before my power! I'll be the greatest in Canterlot! In Equestria! In the world!"

Seeing this change come over Twilight, seeing Nova poisoned by Wormwood's sly tongue...it was too much for the unicorn. She couldn't hold it back. Her face going from pity and fear to fury, she stomped a hoof and called out.

"No!"

To Twilight's shock...Nova actually turned to her in response, her anger momentarily abating and being replaced by confusion.

"Huh? Who are you?" She called. "What are you doing here?"

Twilight blinked for a moment. "You...you can see me? You can hear me?" This confused the unicorn, and she bowed her head and thought for a moment. "I've never heard of a spell like this before..." A moment later, however, she shook her head. "But that's not important!"

Immediately, she began to walk forward and approach Nova. "Don't listen to her! She's lying!"

Nova stared back a moment, but then frowned and huffed. "No! I'm tired of being sad all the time! I'm tired of my parents looking down at me! I'm tired of the other unicorns laughing behind my back! I want them to pay! I want _them_ to be scared and sad for a change!"

"Is that what you really want, Nova?" Twilight challenged the foal. "Will it really make you any happier? Will it really make them love you and appreciate you? By becoming a bully?"

The young unicorn paused on hearing this, her frown fading as she thought this over.

"Listen to me, Nova...just gaining power isn't going to change anything. It won't make you hurt any less and it won't bring you happiness. All it will do is make other unicorns envious or hateful. And if you try to force people to love you...they'll only hate you more for it! Having great power won't make anything better at all! You'll only want more and more of it to try and give you something it can't...and you'll only hurt more ponies and make more ponies unhappy in the process! Is that what you _really_ want, Nova? For other unicorns to feel as sad as you are right now?"

Nova hesitated again. She bowed her head and paused momentarily. But then...she began to cry and sniffle again.

"All I ever wanted was for my parents to like me!" She sobbed. "I just wanted somepony..._anypony_ to like me! But nopony would! If I don't have great magic power...who will ever care about me?"

Twilight, face softening, heart moved with pity, once again held only for a moment...before moving over to Nova and placing an arm around her shoulders. She reacted for a moment, but then settled into it. It felt good.

"Lots of ponies will, Nova. Equestria is much larger than Canterlot. There's an entire world waiting for you out there, and it's filled with ponies who love and accept other ponies for who they are, not what they can do. It doesn't matter if you're good at magic or not. The key to magic is what you decide to do with it. If you can make flowers blossom for a friend, or set off a small lightshow that makes a pony who was crying smile, you've done more _true_ magic than any..." She paused a moment, frowning for just a second. "..._empress_...could ever dream of."

Nova sniffled a moment, but she began to look up. "You...you really think so? You really think...I can do great things...even with just this little bit of magic?"

Twilight leaned in and smiled. "I _know_ so."

The younger unicorn stared back at the older for a moment. As she did...the mist began to shroud them both, and it began to grow bright...dazzling even. But right before the image of the young Nova faded...Twilight saw her do something for the first time since she entered this world...

Smile.

* * *

The light became blinding for a moment...but then faded again. And when it did, Twilight blinked a moment, before letting out a gasp. She was back on the cliff, still hanging by one hoof, and moments from destruction. She looked behind her, and saw the fall still awaiting her, before snapping forward.

Nova was still there...but she had changed. Her wicked smile was gone. Instead...her mouth hung slightly, as if she was confused. She stared down at Twilight blankly through her glowing lenses, making no move to kick her off or stomp on her hoof again.

Twilight strained for a moment longer...trying to hang on...but the rock she clung to slowly broke, cracking and fracturing...and finally snapping off all together. The unicorn's eyes went wide, and she opened her mouth and began to scream as she started to fall...

When a hoof shot out and seized her still-outstretched one, halting her.

Twilight blinked, and looked up...and gaped in amazement...for Nova had shot out and grabbed her. Digging her hooves in, grunting a bit, Nova began to pull back. At first, Twilight could only stare, not believing what she was seeing. But after a moment longer, she began to reach up her other hooves and clawed against the cliff, helping out. After a few moments, Nova managed to pull her back over the edge and to the ground. Both unicorns fell to it and panted for a moment, catching their breath. Twilight, on her part, had to let her heart stop beating so rapidly.

In the end, however, Nova was the one to rise first. Soon after, Twilight followed suit, and both faced each other. She looked uncertainly at Nova, not sure what would happen now. Nova, on her part, stared back, but most of her expression was hidden due to her helmet.

"...What did you do to me back there?"

The unicorn blinked a moment, but then shook her head. "I...I don't know..." She admitted. "When you touched my memory charm...it just happened." She held a moment, but then had a look of realization. "...The Element of Harmony."

Nova looked up a bit. "What?"

Twilight exhaled. "Whether you call it Element of Harmony or Element of Disharmony...it's the same. Both of us wielded it." She looked down to the simple band on her arm. "These memory charms were supposed to let me into the memories of my friends to remember things that were important..." She paused, and then looked back to Nova. "But it ended up showing _you_ something that was important."

Nova paused a moment, before her own head bowed.

"...Deep down inside...I never really wanted to be cruel. But Empress Wormwood told me if I wasn't, I'd be weak...mocked...unloved. She told me the only way to power was to reject everything that made me soft. She drilled me constantly...sometimes whipping me...sometimes yelling at me...sometimes striking me...and I submitted, because she told me that was the only way I'd ever gain power...the only way I'd ever gain love."

Twilight frowned, and raised an eyebrow at her.

"...Sounds to me like you had a lousy teacher." She stated flatly. "Princess Celestia always told me you can't force anypony to love you. All you can do is love them and use what you have to show that love. And if you do...ponies will love you back, no question. Maybe not everypony...maybe not ponies who have hearts of stone...but there are many ponies who will."

Nova looked back to Twilight for a moment. She held for a few seconds...and, as she did, Twilight actually smiled at her. Nova looked at it...and finally smiled as well. It was not cruel or wicked...but lovely and kind. She hesitated a moment, looking uncertain...but then finally raised her hooves to her head, and pressed a button on her helmet. A moment later, the armor hissed...and the helmet came off all together...revealing the same innocent unicorn, older, of course, from the vision.

"My heart has felt so heavy for so long...like it was sick..." She said. "But...now it's starting to feel light and well again." She looked over to Twilight, still smiling...although she looked uncertain. "...I'm going to do something I haven't done in a long time...a spell."

With that, she closed her eyes. It took her a bit of concentration...but slowly, her horn lit up...and a moment later, so did the corrupted Magic Element. With a bit of effort, it disconnected from Nova's headpiece. And the moment it did...the dark light vanished, and it once again became the royal purple it had been before. Twilight gazed in amazement, and continued to watch silently as the spell moved the element around and rested it on Twilight's own head. A moment later, the spell ended, and Nova's eyes opened as she bowed her head a bit again.

"...You deserve to wield it...the Element of _Harmony_."

Twilight smiled back at her in response...before leaning forward and giving her a hug. Nova looked stunned for a moment, before she smiled and accepted it...and after a moment hugged Twilight back. They held like that for a moment, before a rumble was heard. Immediately, both unicorns snapped to attention, and leaned off of each other and looked around. They noticed that the fire and explosions were coming closer. Twilight saw that, and looked to the clock tower. She gasped.

"Only twenty minutes left!" She cried. She turned back to Nova. "Tell me, how do I stop Wormwood? How do I call off her Iron Horses? How do I help Princess Celestia?"

Nova stared back a moment, before she bowed her head and closed her eyes sadly.

"...You can't."

Twilight reacted to that in surprise, but Nova shook her head. "She controls all the Iron Horses in her own armor, and it's both capable of negating magic and filled with the Elements of Disharmony. Even if it wasn't charged, you already saw that the Elements of Harmony can't break it. It doesn't really matter, though... You got back the Magic Element, but the others still have the other five, and they won't give them up. Wormwood has planned too much for this."

The unicorn's head fell. Her eyes filled with trouble, and she thought about this for a moment. Nova let out a sigh. "Of course...I never thought _I_ would give up my element...and I probably wouldn't have if you didn't make me remember..."

Hearing this, Twilight snapped her head up.

"That's it..." She echoed. "That's what Celestia tried to tell me."

Nova looked up in puzzlement, blinking. "Excuse me?"

However, Twilight soon leaned in to her. "Nova...can you still use that armor to try and hold back the Iron Horses?"

She blinked. "I...I can try...but the moment Empress Wormwood sees I've turned on her, she'll shut it down."

"Just do what you can!" Twilight said before she turned and began to run back into the city. Nova, surprised at this, leaned up and called out.

"Where are you going?"

Twilight turned her head back to smile at Nova. "I'm going to get my friends and the rest of the Elements of Harmony...and show Empress Wormwood that they aren't as powerless as she thinks!"

* * *

A bunch of trash cans flew everywhere as Applejack went flying into them. A moment later, she slowly dragged herself out of them, having a black eye, messed up hair, an askew hat, and looking generally battered and beaten. She panted a few times, and shook her head, but it didn't clear her up any further.

"Uh...ah...ah...ah can take you... I can take anythin' you got..."

She weakly began to lift her hooves and waved them around, before letting out a groan and falling back into the trash cans. Meanwhile, Proudheart, not a mark on her, snickered as she began to walk up to the cowgirl pony, soon casting her shadow over her. She snorted at her.

"Well look at that...it looks like you _can_ tell a lie."

Applejack saw her, and grunted and tried to rise...but her strength was gone. She soon slumped back into the trash cans again. Proudheart chuckled again, before she popped out a cannon from her own arm.

"In that case, here's another one for you." She stated as she aimed the cannon down at the earth pony. "I'll make sure to end this _quickly_ and _painlessly_."

Applejack looked up helplessly, getting her senses back, but powerless to do anything about it. For a moment, she thought it was over...

"Applejack!"

Abruptly, Proudheart's grin faded, and she looked behind her. Applejack looked up as well, and blinked a few times. Standing at the other end of the alley was Twilight.

"T...Twilight...?" Applejack called. "Am I just punch drunk...or are you wearin' your element?"

"Forget that! Just touch her with your memory charm!"

Proudheart, confused, turned back to Applejack. However, when she did, Applejack's eyes narrowed...and she suddenly dove forward and moved her hoof to a bare spot on the pony's armor, and touched it with her charm bracelet. Immediately, light began to ripple both through her and through the cowgirl pony. Both looked in confusion at the effect, right until the light hit the apple-shaped element, and it shimmered and began to glow with radiant light...

* * *

Moments later, Applejack found herself standing in a similar mist-shrouded area. She blinked a few times, and looked about curiously at the surrounding smoke waving about her. "Huh...what? How did I get here? Where's Canterlot? Where's Twilight? Where's that onery bull of a pony?"

"Phew...well...it was real hard work..."

Applejack, hearing that sound, turned...and saw some figures in the mist. What looked like an earth pony landlord was standing before several impoverished-looking earth pony families dressed in dirty clothes and rags of an older style. Piled up behind each family was a mound of crops following a harvest season. He seemed to be taking notes, counting up the barrels and bushels. They were in front of one family who looked very tired and weary...far more than the family next to them, who, despite being dirty, seemed more well-rested and collected. A mare in the weary family weakly smiled to the landlord.

"But we finished the harvest on time...and we've made enough to settle our debt, one hundred barrels of potatoes. Even five barrels extra!"

A small filly among them walked forward...weary and dirty as well, but also spunky...and familiar. Her coat was brown, her hair dirty blond, and her Cutie Mark was a big heart.

"We worked all day and night for three days! But we did it! Our family always keeps its promises!"

The landlord finished counting, and then frowned.

"...Perhaps you should worry more about learning to count. There's only ninety here."

The family was aghast.

"But...but that's impossible!" The stallion cried. "I counted one hundred and five barrels myself! Twice!"

"You can sell an acre or two to make up the difference." The landlord simply answered as he moved to the next.

The filly looked up to her parents. "Pa...ma...we really _did_ have a hundred and five barrels! I counted them myself! We aren't liars!"

They could only look helplessly back at her. "I know we aren't, Proudheart..." The mare said sadly.

Applejack, listening in, leaned up in surprise. "Did she say 'Proudheart'? But that means I must be...must be..."

She was cut off a moment later, as the landlord spoke again.

"One hundred and fifteen barrels of potatoes! Nicely done! Another year of a record yield!"

Applejack gaped in shock...and she wasn't alone. The weary-looking family did the same. And as they did so...a few of the family members of the one with one hundred and fifteen looked to them...and gave them crafty smiles.

"Oh...it was nothing." The stallion in their household answered. "Just lots of good, hard..." He cast a glance to his side. "..._honest_...work...unlike _some_ ponies."

Proudheart looked devastated.

"You always get a greater yield from the land than expected...which is why I'm going to let you have the acre that these freeloaders..." The landlord gestured to the weary family. "...weren't using."

Proudheart began to step forward. "But...but they're lying! That's-"

The landlord ignored her and walked off...vanishing into the mist. The family gave one last sly smile to Proudheart before they turned and vanished as well. Proudheart looked back to her own family...but, dejected and defeated, they turned and vanished as well, leaving the filly alone in the mist. She bowed her head and cried.

"It's not fair! We're the most honest and hardworking ponies in the district, but other ponies always take advantage of us! Ma and pa always said to be honest...but what good does it do?"

Applejack, having seen such injustice, began to look regretful toward Proudheart...before she heard a dark laugh from the mist.

"Why...no good at all, Proudheart."

Applejack looked...but so did Proudheart, suddenly turning in fear to the mist as it darkened...before Empress Wormwood stepped out of it. She shrank away from her, but Wormwood smiled at her and leaned in.

"Don't you see, little one?" She told her. "The biggest fools in Equestria are the honest ones. They're the ones who always get exploited by everyone else. Honesty is a policy the liars came up with so that they could have plenty of ninnies to take advantage of."

Proudheart trembled a bit longer, but then felt brave enough to stand again. "But...but ma and pa always said it's good to be honest..."

"'Ma and pa always said it's good to be honest...'" Wormwood taunted in a mocking parody of Proudheart's voice. "And what good has it ever done ma and pa? Or _you_, for that matter? You and your family go to bed hungry and cold every night, while the ponies who add some rocks to their butter or put cats in bags instead of chickens or mix in a little water with their cider have plenty to eat."

The filly, hearing this, bowed her head sorrowfully, knowing it was true. Wormwood leaned in and gently ran her hoof over her mane.

"You see how better things are with just a few little lies, Proudheart... So why not become a _master_ of the art? To a pony who is skilled at the art of deception and trickery, all of Equestria could be your apple. All the riches and fine things you could ever want. All the _power_ you could want. And you'll never have to go hungry or cold or be made a mere serf ever again. All you have to do is now how to take advantage of the fools with a few clever lies..."

Proudheart began to raise her head at this, her look becoming hard and firm. As for Wormwood, she shrank back and started to fade into the mist.

"Always remember, Proudheart... _Dishonesty_ is the best policy..."

The filly tightened up, growing dark and grim in response to this...

Until her look broke as she heard a shout from nearby.

"What a load of pig swallor!"

She turned, and soon snapped back as she saw Applejack leap out of the mist and land in front of her. The cowgirl pony lowered her head and practically touched snouts with the younger pony, and began to force her back as she advanced, making the filly back up. Applejack's eyes were hard and fierce.

"You listen to me right now, young missy! Don't you listen to that old snake in the grass! You go right on being honest and true, you hear? You listen to your parents and you be the most honest pony in Equestria!"

Proudheart was stunned by this, breaking her dark look, but she still looked sad and upset as Applejack stopped and leaned back. She sat on the ground and bowed her head. "But...but why? What good does it do?" She protested. "What's the use of being honest if everypony just takes advantage of you? What good is there in putting in a hard day's work if somepony just comes along and takes everything you worked for? My family is always real honest...and we're the most miserable ponies in our district!"

Hearing this, Applejack softened a bit, and let out a sigh. She lowered herself to the ground and sat, prompting Proudheart to look up to her. She pulled off her hat and looked at the filly with more sympathy and care.

"Listen, sugarcube," She told her. "I'd be lyin' if I said bein' honest means you'll always get your due...that things will always be milk and apples. They won't be. Yes, someponies will take advantage of you if you stay honest. Not everypony...not even most ponies...but some will. But you'll get _somethin'_ in return. You'll wake up in the mornin'...whether it be in a mansion, a house, or a shack...you'll get out of bed...whether it be a king, a double, or a pile of hay...you'll eat breakfast...whether it be peaches and cream, waffles, or dried oats...and you'll look at yourself in the mirror. And you know what you'll see?"

Proudheart shook her head...and Applejack smiled as she rested her own hat on her head.

"You'll see yourself, darlin'...and no more or no less. The roof over your head...the bed you sleep in...and the food you eat...you'll know it's _yours_. That you earned every bit of it, and that you have a right to call it your own without any regrets. And you'll know every time you meet another pony, that you ain't wearin' no masks and you ain't a fake or a fraud...but that you're you, and that there ain't nothin' in your life to be ashamed of or hide. You'll have the rarest jewel in all the world...self-respect. And everypony you meet, no matter who they are, will be able to know that you're a pony of your word."

She leaned in a bit more here.

"And let me tell you something, sugarcube...you can't buy that...not for every last gem in Equestria."

Proudheart let these words sink into her heart for a moment...and as the mists moved over the two ponies and the light came back, she looked up and beamed at Applejack.

* * *

At once...Applejack was back in the alley, beaten up again, and lying against the cans. Standing over her was Proudheart. However, she was stunned now...silent...unmoving. She held for a few moments more.

But then, her head bowed, and she raised her hooves to start removing her helmet.

"Ma... Pa... Why didn't I listen?" She said out loud. "You taught me something so valuable...and I threw it behind me... Why did I listen to Empress Wormwood and not to you? She only taught me deception and trickery...but you always said we'd have some food on the table, even if you had to work four extra hours to put it there...you always kept the roof over our heads, even if it meant you had to stay out in the cold...and you always said you loved us, and you made sure we knew it."

The helmet clattered to the ground, and Proudheart shook her mane a bit, looking again like an older version of the pony from the vision. She looked up a moment later to Applejack...and held out a hoof to her.

The cowgirl pony looked to her, then to the hoof...and hesitated, forming something of a frown.

Proudheart winced a bit. "I'd...I'd understand if you didn't want to take it...but for what it's worth..." She gave a weak smile. "...I'm serious this time."

Applejack stared a bit longer, but then her frown turned to a smile, and she reached out and took the hoof. With one pull, Proudheart got her to her feet and steadied her. She then bent down, snatched Applejack's hat from the ground, and placed it on her head.

"And...one more thing. I think this is yours...and that's the truth."

She reached up to her own neck and unfastened the Honesty Element...which regained its former brilliance. She leaned over and fastened it around Applejack's. The cowgirl pony smiled back...and then reached out and ruffled Proudheart's mane.

"Thanks...sugarcube."

Twilight smiled at the entire exchange, until Applejack looked to her. She beckoned onward.

"Come on...we've still got to get the others."

* * *

Rarity, rather dirty and dissheveled now, continued to flee as fast as she could. Her eyes were filled with panic, and she was breathing hard as she ran down one street after another. She looked behind her every so often...only to see a shadow of a Dullahan with a large pair of shears coming after her. Gasping, she turned and ran again...until, after her latest turn, she skid to a halt, seeing herself in a blind alley. She gasped again, and then turned and moved to run back out...only to run right into Golddust, grinning wickedly at her as she clipped her giant shears.

Immediately, the unicorn began to shrink back. "You brute! Do you have any idea how long it took me to grow my mane out to this proper length?!" She called even as she continued to slink back.

Golddust merely chuckled and kept walking forward, snapping the shears.

Rarity soon pressed against the back wall. She snapped around in fright, but saw no escape. After a moment, she sighed and looked forward again. "Well...I suppose it wouldn't be _too_ terrible of a loss to lose my hair... I mean, I've been meaning to check out the wig shop in Ponyville..."

"Actually..." Golddust answered as she neared. "I was thinking...I could use a lucky white horn as well..."

Rarity blinked at that. "'Lucky white horn'?" She looked up to her head, and back down. Soon, she swallowed. "Oh...ha ha, dear...that's a good one, but I'm afraid this horn is rather firmly attached to my head."

"Don't worry..." Golddust answered with a dark grin. "I'll take care of that..."

Hearing this, and seeing Golddust's shadow begin to fall over that, Rarity's eyes widened in fright as she pressed back against the wall.

"Rarity!"

The unicorn blinked, and looked up. Perched on the roof of the house, and looking down at her, were Twilight and Applejack.

"Your memory charm!" Twilight called to her.

Even as Golddust continued to close in, Rarity blinked, and then immediately went into a huff. "No! Absolutely and without a doubt no! First she takes my Element of Harmony, then she threatens to ruin my beautiful mane, and now she's going to take my wonderful horn... Even if this tacky piece of jewelry...no offense, Twilight...is the only thing I have left, _she's not getting that too!_"

"Ugh! Just touch her with it, Rarity!" Applejack threw in.

Rarity paused, and looked back. Golddust was on her now, and using her own horn to stretch Rarity's mane out, moving to cut it with the shears. Having little other choice, the unicorn leaned in and quickly touched her charm to an exposed area of her armor...and both she and Golddust soon reacted as light moved through them, ignited the element, and made them both vanish in a white flash...

* * *

Rarity shook her head, and soon looked about herself.

"Goodness, whatever is this place?" She remarked as she looked about. She soon frowned. "How terribly unoriginal. Filling a place with mist so that one cannot see how dreadful it is. Such a thing might work about ten years ago during that artistic phase, but nowadays..."

"Hello, neighbor! What can I do for you?"

Abruptly, Rarity cut herself off and looked to the side, and saw an image appearing in the mist...of an ancient apothecary shop in Canterlot. It was a magic one, by the looks of it, based on all the potions on the shelves and the dress everyone was wearing who walked into and out of it. In their midst was a single checkout area, where a young unicorn seemed to be acting as sales clerk...one with a glorious golden coat and a bag of gold dust for her Cutie Mark.

Rarity blinked. "Oh my...what a perfectly spotless gold coat." She soon smiled. "How lovely! How majestic!" Her smile faded a moment afterward. "But that couldn't possibly be..."

"Hello there, little Golddust!"

Rarity reacted in surprise to hear that, even as an older pony with a long gray beard and a floppy hat began to limp up to the counter with a cane. The young unicorn beamed at him. "Good morning, Mr. Twiggy! Shall it be the usual today?"

"You bet, darlin'." The old stallion answered. "Ol' hip is actin' up mighty bad today."

"Just a minute!" Golddust answered, lowering herself behind the counter, and soon coming back with a cloth bag. "Here you go!"

"Cloth?" Rarity asked. "Well...not quite as fashionable as paper...but it _is_ environmentally friendly..."

"That'll be 75 bits please!"

Hearing that, Mr. Twiggy's face fell a bit. He reached into his pocket and pulled out his pouch, opened it up, and looked through it. He swallowed. "Uh, Golddust...I only have 50 at the moment... Could I possibly get a line of credit from your parents? I can't go another day without that medicine."

Golddust's face fell. She looked behind her to the back room, then forward again. After a moment...she forced herself to smile. "Um...tell you what. Just give me the 50 bits, and they can take the other 25 out of my allowance."

Mr. Twiggy blinked. "Golddust...that's a lot of bits..."

"It's alright. You really need this, right?"

The stallion paused a moment, but then smiled and nodded. "Yes, yes I do. I'm glad there's ponies like you in Equestria, Golddust."

He set the money on the table, took up the medicine, and then left. Golddust smiled back as she took the money and put it away...and soon, she was the only pony there as the rest of the world swirled away into mist, along with all the customers...before it formed again in a back room. Golddust's smile faded into unease and tension...and a stallion appeared before her, holding a tablet in one hand and a pouch in the other.

"Golddust...this is the sixth time this week you just gave the medicine I've been working on all day away!"

"But dad, Mr. Twiggy really needed it. I couldn't make him wait to pay...let him walk around in pain..."

The stallion groaned. "Golddust...Mr. Twiggy is one of the richest ponies in Canterlot!"

Golddust snapped her head up at that. "Huh? But...but he said he didn't have enough money on him at the moment!"

"He _never _has enough money on him, Golddust! He leaves it at home on purpose so that everywhere he goes, ponies will give him a discount because he's old! How else do you think he got to be so rich?"

The little unicorn trembled at the realization. She swallowed. "Well...just...just take it all out of my allowance..."

"_Just_ take it out of your allowance?!" The stallion snapped back. "The owner of the building just doubled our rent, Golddust! I've been in the red all week! What makes you think you're going to _get_ an allowance? And why should I give you one if you're just going to blow it on other ponies while _I'm_ working ten hours a day trying to keep a roof over our heads!"

Golddust swallowed and lowered her head again. "Daddy...I'm...I'm sorry... I just thought it was a good thing to be generous..."

"You can be generous to _others_ when you're done taking care of _yourself_!" The stallion shot back, before turning and storming out. The unicorn was left sitting there, downcast and sniffling, as the room faded. Soon, she was alone in the midst. A tear fell from her eye as she shook her head.

"I...I never meant to make so much trouble for daddy... I didn't know we were in the red... I always just thought I should follow the Golden Rule: do to other ponies as you want them to do to you."

At that, the mist began to collect and darken.

"Well here's a _better_ rule, Golddust...always look out for number one."

The young unicorn looked up in fright, and soon pulled back as Empress Wormwood stepped out of the mist, smiling down on her.

"Who...who are you?"

"Don't be afraid of me, little one." Wormwood responded smoothly. "I'm here to teach you an important lesson."

She moved in front of the small unicorn, and held out an armored hoof to her. A moment later, she opened it up...and lying inside was a beautiful sapphire, bigger than any the pony had ever seen in her life. It sparkled and gleamed in the dim light like a radiant beacon. She gaped in amazement at it.

"Look at it, Golddust...isn't it beautiful?" She cooed. "It's worth enough to _buy_ the building your father works in. Don't you want it?"

Golddust looked on a bit longer in delight. She leaned in closer and marveled at it. But then...Wormwood closed her fist, and it vanished. The light was quenched, and all turned dim. Wormwood opened her hoof again, to reveal it was gone.

"Oops...too slow, Golddust." The empress responded. "You should have taken it while it was there."

Golddust blinked, and looked up as Wormwood encircled her. "Take it? But...weren't you giving it to me?"

The empress shook her head. "No."

Golddust was confused. "But...it was yours, wasn't it?"

"Yes."

"So..." She paused for a moment. "If I took it from you...that'd be stealing. And that's wrong."

"Oh really..." Wormwood said as she stopped circling her and leaned in close. "And what did Mr. Twiggy do to you today, Golddust? What do you call it when someone who has more than enough takes without giving?"

The young unicorn was silent at that, and began to bow her head.

"Don't be so surprised, Golddust...the world is full of 'Mr. Twiggys'. And you know what? Your father was right. All this talk of 'sharing' and 'giving'...only those who have more than enough ever say that. There's only one true evil in this world, Golddust...altruism. Wanting to give ponies something for nothing...something they never worked for or earned. And many ponies not only live according to that...they _demand_ it...like scuttling little parasites..."

She moved in close to Golddust again and spoke softly into her ear.

"You have worked so very hard and very faithfully, Golddust. Don't you _deserve_ riches? Don't you _deserve_ wealth and possessions? Equestria is teeming with treasures and delights...all waiting to be snatched up by a clever young pony who knows what she wants and how to get it. But all of these nay-sayers always tell you that it doesn't _belong_ to you...that you should _share_ what you have. Well let me tell you something, Golddust...let _them_ share if they want to...but you? You're going to make sure you get all the fine things in life. You're going to make sure you get exactly what you deserve..._all_ the jewels..._all_ the gold...and they're going to belong to _you_ and nopony else."

Golddust kept her head bowed, as Empress Wormwood got up. She turned and began to walk back into the mist...but paused as she did. She looked over her shoulder, and cracked a smile...before 'dropping' the jewel on the ground behind her. Pretending she didn't notice, she looked forward and began to walk away again, vanishing into the mist...leaving the jewel behind. Golddust looked up to it...her look now dark and grim. She stared for a long time at it...

Finally, her hoof shot out and snatched it up, holding it before her eyes. She grinned in delight as it sparkled...her eyes lighting up with greed.

"So..._this_ is what you have demeaned yourself to, Golddust? Being nothing more than a common thief?"

Abruptly, the look vanished, and Golddust snapped to the side...just in time to see Rarity emerging from the mist and looking down her nose at her. In a flash, the sapphire was hidden behind the unicorn as she looked innocently at her.

"Uh...I don't know what you're talking about!" She said with an innocent grin.

Rarity raised a single eyebrow, and let out a sigh. "Golddust...I have a little sister of my own...and I _know_ when I am being lied to."

Golddust hesitated a moment, then bowed her eyes, closed her eyes, and brought the sapphire out and back in front of her. Rarity let out a sigh and sat next to her.

"How could you do something like that? Don't you know that it's wrong?"

Golddust frowned. "And what Mr. Twiggy did was right? Lots of ponies in Canterlot only look out for number one! And look how rich they are! Look at how much they have!"

The older unicorn merely shook her head. "Oh sweetie...you couldn't be more wrong. None of that wealth or those possessions make those ponies happy."

"They sure seem pretty happy to me..."

"Oh really?" Rarity said critically. "And how many bits _would_ make you happy, Golddust? How many gems? How many dresses? Fine furnishings? Shoes?"

The unicorn paused. "I...I don't know...but more than I have now."

Rarity sighed again. "You're walking a dangerous line, dear. Look outside your store. Look around Equestria. You see all sorts of ponies who would be perfectly happy if they could simply afford a pair of nice shoes. Or a warm coat. Or a hot meal every day. That's all they ask for. But then...you have many ponies who have plenty to eat, warm clothes, and new shoes...and all they do is dream about eating more or having nicer things. If you try to make yourself happy just by wanting things, you never will be. You'll only want more. Instead of enjoying what you'll have, you'll only think of what you _don't_ have."

Golddust heard this, and hesitated when she thought of it. "But...but even so, I should keep what I make. Ponies just take advantage of generosity. Look what Mr. Twiggy did!"

Rarity turned her head to the side. "Yes, and that was _quite_ deplorable too... But as I recall, your father mentioned _six_ ponies that you helped. Do you truly think the other five took advantage of you as well?"

The unicorn paused, looking conflicted. "...Even if they didn't, that was money _I _could have used!"

"Oh...sweetie...listen to what you're saying." Rarity said as she leaned in closer to Golddust. "You could have used that money in your allowance. You could have bought yourself a fine dress...or new ribbons...or a fine dinner...or a new hairstyle...oh! A perm! With highlights! And..." Suddenly, the unicorn shook her head. "Where was I... Anyway...the point is, you could have used it on yourself...but you chose to spend it on someone else...someone who was hurting and now isn't in pain anymore because of _you_. Not just one pony...but five. You brought happiness because you were willing to do with a little less. And that is a very valuable thing, Golddust. Don't let anyone tell you that it is a crime to do with _your_ money and possessions as _you_ choose...even if that means giving it to someone who is hurting." She leaned in again. "Because so long as you hold on to what you have, _it_ owns _you_. You only truly own something the day you can part with it."

Golddust hesitated here. She trembled slightly, and looked down in her hoof at the beautiful sapphire. It still glimmered and shimmered, and she stared at it for a long time in silence.

In the end, however, her brow furrowed, and she threw it away into the mist.

The last Rarity saw before the world turned to white was Golddust looking back to her with a smile more beautiful than any gem.

* * *

The brightness faded, and Rarity blinked for a moment...before she went wide-eyed again, for she was back in the alley with Golddust poised over her to cut her hair. Golddust stayed frozen in her position as well, looking over what was about to happen, but having lost her greedy look and smile. After a few moments more...she suddenly lowered her arms and collapsed the shears again. She bowed her head soon afterward. Rarity, very slowly, peeled herself off the wall, as Golddust used the magic of her horn to start unfastening her helmet.

"...The richest I ever was in my life was when I was a young filly." She spoke quietly. "I never had the nicest clothes or ribbons...and I never had two bits in my pocket to rub together...but I had friends. Everyone in my neighborhood knew my name. Everyone was always happy to see me. And whenever I needed anything...they'd give it to me, without wanting anything in return...because I gave to _them_ without wanting anything in return. But I forgot those days..."

The helmet came off, and the beautiful unicorn underneath raised her head to look to Rarity.

"...You were right." She stated. "It was exactly like you said. When I started going after gold and jewels...I only ever wanted more. No matter how much I had, it was never enough. Nothing I had would make me happy...because I didn't have a single friend to share it with."

Rarity exhaled and straightened herself up. "Well, it's all over and done with now." She stated...before wincing a bit. "I mean...it _is_ isn't it? You don't still want my mane and, dare I say it, my horn, do you?"

Golddust reared back, and immediately shook her head. "Oh no...of course not." This caused the white unicorn to relax. "In fact..." Golddust turned and used her horn to open the compartment on her armor, and soon lifted out the earrings and the necklace. She turned and passed them over to her. "Please accept these as a token of my apology."

Rarity's eyes lit up as she looked to them. "Oh my, they are simply divine! And they will compliment the outfit I'm working on perfectly! I'll be simply smashing! I-"

"Uh...Rarity?"

Immediately, the unicorn went silent, and looked above her...seeing Twilight and Applejack both frowning at her.

Rarity paused, and then looked back down to Golddust. "...That is...I would be most appreciative if you would seek out their proper owners and give them back to them."

Golddust blushed a bit at that. "Oh...yes, right..." She said as she pulled them back and put them back in the compartment. "But...I think I can give _this_ to you instead."

With that, her magic lit up again, and removed the Generosity Element from her neck...returning it to full color before making it move over and place itself around Rarity's neck.

Golddust cut off her spell and continued to blush. "It...looks a lot better on you, anyway."

"Oh, you better believe it does." Rarity responded with a coy look...before she shook her head. "I mean...thank you, dear."

* * *

Fluttershy looked rather filthy and messed up at this point as she desperately crawled through the underbrush of the Canterlot gardens. She stayed flat on her belly as she did so. Yet as she moved along, a shadow of a Dullahan flew behind her.

"Come on out, little baby! And bring your little friends with you! I want to play with _all_ of you!"

The shadow moved off, and Fluttershy elevated herself slightly off the ground...revealing no less than fifty animals, including squirrels, mice, rabbits, birds, and the like hiding underneath her.

"Ok, little friends." She said quietly. "We're nearly out. Now whatever you do, don't anyone make any-"

Abruptly, one of the mice sneezed. Fluttershy paled.

"...noise." She yelped...before she suddenly was yanked backward.

A moment later, the animals scattered as Fluttershy was hung upside down by her tail, courtesy of Willow Glen using a clamp to seize it. She grinned wickedly and cruelly at her.

"Ah...there you are!" She grinned. "I was getting bored picking up all the field mice and bopping them on the heads. I think I'll move on..." She leaned in close and chuckled as Fluttershy quivered. "...to pulling wings off of overgrown flies."

The shy pegasus gulped and began to mumble and whimper incoherently.

"Fluttershy!"

In spite of her fear, the pony managed to look up and behind her. She soon saw an upside down view. Blinking a few times, she turned her head around, and soon spotted Twilight, Applejack, and Rarity.

"Touch her with your bracelet, dear! Hurry!" Rarity called.

Fluttershy, in response, turned back to Willow, swallowed, and then reached out and touched a bare part of her hoof with the bracelet. Once again...the element soon lit up and shrouded both in light...

* * *

And moments later, Fluttershy was gently flapping along within the misty void.

"Oh dear...what happened to everypony? It doesn't even look like there's any trees or animals in here..."

"Attention!"

Fluttershy immediately slammed her wings to her side and stood erect with head elevated, thinking she had just been commanded. She fell...but she landed on some mist and didn't sink any farther. She blinked a few times, looking about.

"Oh...was that not directed at me? Hmm?"

Soon, she spotted an image coming out of the mist and forming. It looked like an old barracks of some sort, dating back to when the pegasi of Cloudsdale still retained their warrior heritage, and even the common schools were little more than modified fortresses. What looked like a pegasus military commander stood at the front, as the other pegasi moved out and formed ranks. It definitely appeared to be some sort of drill training. The commander soon spoke out.

"Students, we have a new addition to the class today!"

The commander stood aside...revealing a young, bright, cheerful, and perky pegasus in pigtails, a lovely green coat, and a Cutie Mark of a willow tree, with a few books on nature and kittens in her arms and flowers on her saddlebag. Fluttershy immediately leaned in with a smile.

"Oh...how adorable."

"This is Willow Glen!"

Fluttershy's eyes bulged. "Willow...Glen...?" She echoed incredulously. "But...but she's not mean or nasty..."

"Hello everypony!" Young Willow said in the sweetest voice imaginable. "I know we'll be great friends!"

The other pegasi rolled their eyes. The commander was one of them.

"Willow comes from a more...sheltered...background, as many of her family members are earth ponies."

The recruits reacted in shock. "Earth ponies?! How did she end up in here?"

"_Nevertheless..._I'm sure that we'll knock this 'weak' streak out of her soon enough." The commander responded. "As you were!"

The mist swirled around, erasing everyone except Willow, who changed into a uniform. Soon, it reformed in the barracks later, as she walked up to the other pegasi who were studying.

"Hello there. I already told you my name was Willow Glen, but I haven't heard your names yet, and I was wondering if we might study together-"

Glaring darkly at Willow, the pegasi abruptly rose, turned their noses, and walked by her...making sure to shove her so hard that they knocked her books out of her hands and sent her to the ground. She blinked in surprise a moment, and then smiled. "Ok then! Maybe some other time!"

The mist changed everything again, this time the cafeteria. Willow was still smiling and happy...but her hair was a bit messed up...as she walked over to a table where other pegasi were eating. She set her tray down and smiled up at them. They looked darkly back at her.

"Oh...hello there. I haven't learned anypony else's name yet, but I'm sure you know I'm Willow. And..."

Abruptly, a pegasus reached out and snatched her bread off of her tray while she wasn't looking. Willow soon turned to the thief...who boldly ate it in front of her...and she only smiled.

"Oh...you can have my bread if you like, but please ask first, as it's only polite..."

While looking at him, another pegasi reached out and seized her milk. She soon turned to this one.

"Oh...please don't do that. I'd be happy to share..."

Another pegasus walked by and elbowed her in the back of the head, knocking her face into the tray. The other pegasi snickered, as she pulled herself out.

"Heh...heh..." She said nervously. "Um...I...I can understand if that was funny, but please..."

A large pegasus came up and sat on the bench next to her...and with a single swing of her wings knocked Willow and her tray to the floor. The other pegasi laughed out loud.

The scene changed again, this time back in the barracks. Willow was still smiling...even if she now had a black eye. They were at the washtub getting ready for bed after wiping their faces. Willow turned to the pegasi nearby.

"Hi there! Would you like to borrow my book?" She asked. "It's wonderful. It's about all the forests of Equestria! My grandmother gave it to me as a family heirloom...but it's such a wonderful book I'll be happy to let others-"

The nearest pegasus snatched the book out of her hands and threw it in the washtub. Willow gasped in shock, and quickly reached over and pulled it out...and soon gaped on seeing that it was dripping and soggy.

"Sorry...I don't read baby earth pony books..." She sneered. "Especially not ones that are ruined."

The pegasi turned and walked off, giving Willow another shove as they did so. She swallowed, her eyes shimmering a moment, before she smiled again…weaker this time. "Uh...that's ok! I'm...I'm sure it was...just...just an accident..."

The mist changed again...this time revealing outside the barracks. Willow was there...still smiling...but now, in addition to everything else, her lower lip was a bit swollen. Birds were nearby, and she was breaking off bits of her bread and giving it to them.

"Here you go, little friends! At least you birds seem to like me..."

Abruptly, an older pegasus and the commander walked in on her. "There she is, like I told you!" The older one said, pointing at her.

Willow turned in puzzlement...just to see the commander come up and kick the birds away. The young pegasus reacted in shock, as she snapped to her. "This is a military boarding school, Glen! Not a zoo! Stop acting like such a child!"

"But...but I am a child, commander, ma'am..."

"Getting smart with me? I think it's time for another walk around the yard!"

Willow swallowed. "No...please, ma'am...I'm sorry. I didn't mean any disrespect..."

Her pleas weren't heard as she was yanked off of the ground and carried away...while the older pegasus snickered, and she turned to high-hoof some of her friends who came out to see her.

Finally...the mist turned to view a high, sharp cliff, near the top of it. The commander watched as one recruit after another scaled the top, sometimes using their wings to help them, sometimes not, and then ran along. She checked off each one from a ledger...before frowning at the end. She looked to the cliff afterward...and saw Willow, her pigtails gone, body dotted with grime and old injuries, uniform torn, struggling to pull herself over the edge.

"Ma'am...could you...please help me?"

The commander sighed. "That does it, Glen! I have tried everything to make a decent pegasus out of you...but you're so weak and thin-skinned you wouldn't even make it as an earth pony! You're a sheep!"

Part of the cliff gave way, and Willow slid a bit. She gulped and trembled. "Ma'am...I...I can't hold on...much longer... Please..."

The commander stared down at Willow a bit longer...and then did something.

She walked to the edge, placed a hoof on Willow's head, and shoved her over the side.

All the way down...Willow's eyes were wide and frozen in shock at what had happened.

The mist changed again as Fluttershy was speechless. Even her worst day back in Cloudsdale was never so horrible. The mist changed again...before revealing a fallen, dirty, and disheveled Willow having her head bowed sitting in the mist was revealed. Tears were freely flowing from her eyes as she sniffled and hiccupped.

"I...I don't...don't understand..." She said quietly. "I'm kind to everyone... I'm always polite and courteous... I share my lunch...my books...everything... And...and still..." She held a moment, then closed her eyes and wept. "...They hate me."

She sat there a moment longer, before a dark laugh was heard from the mist. Fluttershy herself looked, and soon shrank back as she saw the mist grow dark and collect. She trembled and cringed just as Willow did, both of them staring at it...as the laugh got louder and louder. Finally, it finished collecting...revealing the laughing form of Empress Wormwood.

"Oh, you have _got_ to be putting me on..." She laughed as she moved over to Willow, who continued to cower and even whimper as she moved close. "I didn't think such silliness still existed in Equestria! Look at this poor, confused, deluded child...living such a horrible, twisted lie! Oh...it's small wonder that she's so lost and confused..."

Willow held a moment, but then swallowed. "Um...I'm sorry, miss...but who are you?"

Immediately, she turned to her. "The question is _who_ are _you_, Willow? Are you a pegasus...or a punching bag?"

The pegasus blinked. "Um...I don't understand..."

In response, Wormwood moved over to her, seized one of her wings, and gave it a snap. Willow yelped and recoiled. Seeing this, Wormwood merely snickered.

"There's your problem right there, Willow. When someone hits you...what do you do? You smile and brush it off. Or you whimper and you cry. What do you do about it? What do you do..."

She leaned over and gave Willow another painful snap, making her yelp again.

"...to keep anypony from ever doing it again? You let all of these ponies walk all over you, and you won't do anything to them in return...not even to avenge yourself."

Willow's eyes were still filled with tears, and she quivered as she rubbed her sore wing. "Grand...grandmother always told me...'conquer with kindness'."

In response, Wormwood slapped Willow in the side of the head with a tap from her metal hoof, causing her to cry and whimper again.

"And how has _that_ been working for you, Willow? Let's see...bruises...black eyes...torn clothing...messed mane... Oh yes..." She gave her another whack on the side of the head, followed by a wing snap. "I can see it's working _quite_ well."

"Stop...stop teasing me!" Willow suddenly cried, her face beginning to turn angry as well as upset.

"Or what?" Wormwood answered as she gave her another clonk on the head. "You'll drown me in tears? You'll blubber like a baby for your grandmother?"

Willow sniffled, and rubbed her eyes, trying to clear them of tears. "I'm not a baby! But you're a lot bigger than me!"

"Ah...I think you're starting to get it..." Wormwood said as she slid in front of her. She leaned down. When she did, a mouse suddenly scurried by, and she took it up by the tail. "True enough, I _am_ bigger than you. And to be sure, whoever is the biggest often doesn't get picked on or bullied. But tell me, Willow...would you ever pick a fight with a wasp, although you're bigger?"

Willow wiped away the rest of her tears as best as she could and sniffed one more time. "No. They'll sting me."

"And that's what you have to do, Willow...sting the world." Wormwood said as she leaned in, holding up the mouse in her hand. "The world isn't ruled by kindness and that's not what makes it run. It's driven by _fear_...fear of cruelty...fear of pain...fear of being slapped or 'stung'. Kindness can only get you so far, Willow. But _cruelty_, on the other hand... See for yourself how much faster it works."

She presented Willow with the mouse. It looked up to her curiously. The pegasus paused a moment, then smiled kindly at it, and reached her hoof out to pet it. However, the mouse grew fearful and immediately bit her, making her pull her hoof back in pain. However...that had done it. After this happened, Willow's look turned dark. In that small mouse, the tiny creature much weaker and smaller than her, she no longer saw a small animal...but all of her bullies, all of her commanders...everyone who had unjustly wronged her and repaid her kindness with wickedness. And when that happened...her face turned grim. Her hoof went out again...and gave the mouse a clonk on the head the moment it started to look vicious. Immediately, it cowered and shrank in her palm...and didn't resist when she lowered her hoof to pet it.

"Hmm...not bad..." Wormwood stated. "But...surely you can do _better_... Make sure it never tries to bite you again."

Willow stared a moment, and her looked turned darker...crueler...for she still saw all those who had made her life miserable in the mouse. Soon after, she seized it by the ear with her teeth and bit, causing the small creature to squeak in pain. She grabbed it by the tail and swung it around repeatedly by it, making it squeal in fear and agony. Wormwood, on her part, leaned up and chuckled at everything.

"Very, very good." She said. "You keep practicing on that little one..." As she said this, she began to slink back into the mist and fade. "Let it prepare you for _bigger_ targets."

At last, Willow slammed the mouse down on the ground. It tried to flee for it...but froze when Willow stuck her head in front of it, glaring darkly. Cowering, the mouse went back and pressed itself against a nook in a rock, trapped and terrified.

"And remember..." Wormwood said as she vanished. "The cruel shall inherit the earth..."

Willow looked at her prisoner, and began to show her teeth to start chuckling...

When she snapped back in shock as a pegasus shot over her and landed nearby. She soon gaped in shock...for Fluttershy was in one of her rare 'infuriated' moments, as she glared into the mist.

"You big, dumb, lying, nasty, cruel, wicked...MEANIE!" She boomed so loud, enough to make all the mist around her ripple.

Seeing this, Willow recoiled in fear, thinking another pegasus had come to bully her. However, after a moment of heaving and seething...Fluttershy straightened herself and was once again normal. She turned and looked behind her to Willow...and caught her off guard, for her look was innocent and calm. Soon after, she lightly flew over to her until she was seated next to Willow on her rock.

"Shame on you, Willow." She said in a scolding voice, but still in her normally kind and caring tone. "I can't believe you would do such a thing. You're such a kind and gentle pony...and after everything that you've been through...you're bullying a poor, defenseless creature? What did that mouse ever do to you but what any frightened animal would do?"

Willow hesitated a moment, before bowing her head a bit. "...Nothing." She admitted, but then looked up angrily again. "But so what? Do any of the other pegasi need a reason to pick on me? No matter how kind I am to any of them, they all still hate me! Nothing I can do will get them to like me!" She bowed her head and crossed her hooves in front of her chest. "...I'm so tired of being scared all the time...of waiting for a bully to shove me into something or hit me...of having no one care about what happens to me..."

Fluttershy saw the sadness returning in Willow's expression...and slowly extended a wing to wrap around her and pull her close. Willow look up at this...but only a moment, for it felt good to get hugged for a change. "You poor thing..." The older pegasus said gently. "I'll admit...the world can be very mean and nasty. But you mustn't let it change who you are. You can't give up on being kind to others, no matter what."

"But...why not?" Willow asked, looking up to Fluttershy. "Nopony cares if I'm nice or friendly..."

"That's not true." Fluttershy answered with a simple headshake. "Maybe not right now...maybe not in any way you can see. But Willow...if there was a single pegasus in that school who had been kind to you...one who was caring and nice and good...just _one_...wouldn't it make all the difference in the world?"

The pegasus bowed her head, thinking about that.

"Maybe the world isn't always kind. Sometimes it seems so dark that the only thing to do is become as dark as the rest of it. But even if there's only a single ray of light out there...it will shine so bright that others will see it. There could be another pony out there just like you, surrounded by bullies and mean people...and if you reached out and let them feel your kindness, it would make a difference. A _big_ difference. Even if only a single pony in all of Equestria becomes better for your kindness to them...isn't it worth it? And even if the rest of the world becomes cruel and mean...if there was even a single pony out there who was still gentle and kind...wouldn't you want them to keep being gentle and kind?"

With her other wing, Fluttershy reached down into the stone crack and scooped up the mouse. She soon brought it around and held it before Willow.

"You have to believe in others, Willow... You have to believe in kindness. It may take a long time..."

She reached out with a hoof and took Willow's own hoof, and began to lead it over to the mouse. In response, Willow tried to pull it back...but Fluttershy continued to smile kindly and gently...enough to where the young pegasus trusted her. She let her take her hoof...and slowly bring it over to the mouse. The mouse recoiled for a moment...shrinking back at the memory of what happened. However, Fluttershy was patient, and waited. She held the hand back, until the mouse eased a bit. She moved forward again until it shrank back, and stopped again. Slowly, the mouse moved over and sniffed the hoof. When it did, Fluttershy gently moved Willow's hoof onto the mouse's back.

"But you can't give up. Because while it may never change anything, if it does..."

She slowly moved her hoof back...until Willow saw that she was petting the mouse all by herself. Her eyes lit up in amazement, and soon delight.

"You'll bring great and wonderful things into the world that you never dreamed possible."

Willow stared a bit longer, then looked back up to Fluttershy's own kind face beaming down on her. As the light began to grow over them again, Willow not only smiled...she leaned in and hugged Fluttershy tightly.

* * *

As the glow dimmed, Twilight, Applejack, and Rarity likewise recoiled and recovered.

"I don't know, Twilight..." Rarity spoke up as they began to turn back. "Do you think Fluttershy can truly handle this one? I mean...Willow seems like such a vile, cruel, nasty, vicious..."

Suddenly, a bout of giggling was heard. The three turned and looked...and went slack jawed.

Both Fluttershy and Willow, helmet off, were seated on the grass...the animals beginning to flock around both of them as they giggled to one another.

"Oh...this is for you, Fluttershy." Willow spoke up...no longer cruel or vicious in the least but now timid and kind. She removed the element from her neck, restoring it again, and then put it around the yellow pegasus' neck.

"Oh...thank you so much, Willow. And this is for you." She responded as she took up a necklace of flowers and rested it around her neck.

"Thank you, Fluttershy." Willow sweetly responded. "You know...it feels good to be friendly again..." She said as she turned and gently pet a bunny's head. "When I was cruel, animals would come to me when I called...but only because they knew I would hurt them if they didn't. It feels a lot better when a friend wants to see you because they like being around you."

"You should come by my home sometime and meet Angel and the rest of my friends. Now that you're not pulling tails or biting anymore, I'm sure they'll be happy to see you. We'll have tea together."

"That sounds lovely!" Willow responded. "If you provide the tea, I'll bring some of the tarts my grandmother used to make. It's been over a thousand years...but I think I remember the recipe! We'll make an afternoon of it!"

"Splendid!"

Twilight and Rarity both stared open mouthed. Applejack looked like she was studying a rotten apple.

"Alright now...I think I'm gonna be sick."

Twilight soon frowned and rolled her eyes. "Fluttershy...and, um...Willow...I hate to break up your 'play date', but we still need to get Rainbow and Pinkie!"

Fluttershy looked up. "Oh yes." She soon took off into the air. "If you will excuse me, Willow, I need to go and help my friends."

"Oh, of course. By all means. Go right ahead." Willow responded.

"You aren't upset at all?"

"Of course not! And I don't mind rescheduling."

"Wow! Thank you for being so understanding."

"Think nothing of it. It's a delight to be able to do such a thing for a pegasus like you."

"Why thank you. You know, you can be quite the lovely pegasus yourself when you want to be."

"Oh...I'm nothing special, but thank you for the lovely compliment."

"No, I'm serious. I-"

"FLUTTERSHY!" All three ponies cried.

The pegasus cringed a bit at that, and then smiled one more time. "Um...catch you later!"

Immediately, she took off.

* * *

Over in another part of town...Pinkie was bawling and pounding her hoof against the ground repeatedly as Dark sat on her back and twisted her hind leg.

"Uncle! Uncle! UNCLE!"

"I heard you the first time." Dark responded. "I just don't care."

With that, she leapt up and off of Pinkie, and proceeded to give her a fierce rear leg kick, knocking her back into the already-ruined fruit stand. After a moment, she groggily raised her head again, now wearing half a watermelon for a hat, two pears for eyes, and two pineapples sticking out of her ears. She moaned a moment, before shaking her head and scattering the fruit. After that, she looked forward...and saw Dark stomping toward her again. She sniffled for a moment, and then soon began sobbing waterfalls of tears.

Dark paused, and snorted. "So...finally broke you down, did I?"

"It's not that!" Pinkie sniffled. "That was the only watermelon I didn't break the first time! That means no watermelon punch!"

Dark paused, and sneered.

"I think you'll drive me mad long before I've choked the last tear out of you...so I'll just end this right now."

With that, Dark began to move forward. Pinkie's eyes widened as she stopped crying, and she gulped and pulled back in response...but there was nowhere to go except the back of the fruit stand. She pressed herself back there and gazed fearfully at the approaching Dullahan.

As she advanced...the four ponies who had reclaimed their elements tore around a corner, and looked to see Dark approaching. They gaped in response.

"Pinkie!" Twilight called.

The pink pony turned to them...and actually smiled and waved. "Oh, hi Twilight! Glad to see you! What're you up to?"

"Pinkie, hurry!" Fluttershy called back in her timid voice, but still loud enough to reach. "Touch your bracelet to the Dullahan!"

"Sure thing!" Pinkie responded...producing a ribbon bracelet as Dark reached her, and touching it to her. Naturally, nothing happened, and she turned back with a shrug. "It didn't do anything."

"Not that bracelet...your charm bracelet!" Applejack shouted back.

"Oooh...ok!" She produced a rock charm bracelet and touched that to Dark next...still nothing. She frowned and shook it. "Hmm...maybe it's broken..."

"Your _memory_ charm bracelet, Pinkie!" Twilight cried.

"Well excuuuuse me, Twilight." Pinkie responded with a frown. "I happen to have a lot of bracelets! I collect them at parties! And so you have to be just a little bit more specific about what you're talking about. I mean, I wouldn't know if-"

Pinkie said more after that...but none of it came out, for a clamp deployed from the hoof of Dark and wrapped around her neck, immediately tightening as she lifted the pink pony off of the ground. She kept babbling...until she ran out of air and began to gag and turn blue.

"Just _touch her with it!_" Twilight nearly screamed.

Pinkie, in response, raised her wrist...which had the bracelet there the whole time, and touched Dark...soon spreading a ripple of light through them both before the element was activated, and the bright light came forth...

* * *

A cloud mist blew by for a moment...before Pinkie's head snapped out and tried to bite it. Instead, she only turned it into mist. She frowned soon after.

"Aw! Here I thought I was in a world of cotton candy... Ooo! Maybe I became a pegasus and I'm in the clouds! But...if I am, where's my wings?"

"Hey everypony!"

Pinkie suddenly lit up at that, turning and hopping up and down. "Oh, everypony! That includes me!" She soon hopped forward into the mist, but stopped when she saw it parting. "Huh?"

As the mist blew aside, it soon revealed the inside of a house, set back in older times, decorated with ribbons, wreaths, and trees, and with a table set out with a number of baked treats. The door suddenly opened, and in walked a family of rather dirty and sore earth ponies, covered with grime, wet, and looking on the verge of collapse. It consisted of a teenage daughter, a mare, and a stallion.

"I'm...I'm sorry, mom..." The tired daughter said. "I only found four of the six pigs..."

"Doesn't really matter..." The stallion sighed. "I only got most of the fence rebuilt..."

Suddenly, a younger pony shot in, her coat a deep red, with a dark chocolate bar for a Cutie Mark, looking happy, perky, and refreshed.

"Um...I said 'hey everypony'!" She called as she stood in front of them. "Look what I made for all of you? Surprise!"

The family stopped, and looked around a bit in puzzlement.

"It's Hearth's Warming Eve!" The pony said in delight. "Let's all have some fun, sing carols, play games, and eat treats!"

Pinkie, hearing this, immediately lit up at the first sounds of something that seemed like a party. She even began to wave her hoof in the air hoping for an invite. But she soon lowered it when she saw the family looked back to the pony in anger. Soon after, she looked uneasy...as did the pony.

"Dark Chocolate, where in Equestria were you all day?!"

"Yeah, didn't you notice that huge blizzard we had last night, that turned into a _flood_ this morning?!"

"We needed your help all day, young lady! And you were in here goofing off the whole time?"

Dark blinked, and shook her head. "Well...no. I knew what happened, and I saw how sad everypony looked...so I thought I'd make the biggest and best Hearth's Warming ever to cheer everyone up!"

The three groaned, and scowled at her...making Dark's smile fade and having her cower back.

"Dark, half the barn was destroyed last night! Half of our food is ruined, washed away in the storm! The pigs got free and the most of the chickens ran off! This is _not_ a time to be celebrating _anything_!"

Dark blinked. "But...but if you'd all try and smile and be happy for the holidays..."

"Happy?! How are we supposed to be happy at a time like this?! Are a few treats going to make up for losing half our crops? Some old branches weaved together supposed to get our chickens back? Some dumb old song supposed to get our farm out from under two feet of water?"

"Dark, these parties and games were fine when you were a baby...but you're getting older now! It's time to stop worrying about these silly things and start worrying about more important things, like how we're going to survive until the next harvest season!"

The pony cringed, her eyes shimmering a bit.

"Mom...you...you always told me that laughter was a cure for every problem..."

The mare looked back at Dark grimly, and sighed as she began to walk by her. "You know something, Dark? I was wrong."

The three passed Dark by, and soon the world and the party faded around her. As for her, she lowered her own grim expression, and she slumped her head to the ground, beginning to pace off into the mist.

"I wasn't just goofing off..." She said aloud quietly. "It was a lot of work to make that party... And I thought I was helping... I thought maybe if I'd give everypony a reason to be happy, they wouldn't mind everything that happened so much..."

"Well...now you know a lot better, Dark."

The pony froze in her tracks, and looked up fearfully as the mist turned dark and gathered...and a moment later, Queen Wormwood stepped out of it, grinning at her.

She swallowed and blinked. "Know...better?"

"The world is full of pain, toil, distress, despair, and misery, Dark..." Wormwood said as she began to slide around the young pony. "It has all manner of _serious_ problems and _real_ hardships that must be dealt with in an ever-growing pile by everypony. So much..._too_ much. Too much for anypony to ever drive it away..." She turned and looked to Dark with a smile. "Did you really think that a few branches, a cookie, a song, and a game or two would have been enough to make any difference at all in the world? It's like throwing a raindrop on a forest fire."

Dark blinked a few times, looking more uncomfortable. "But...but everypony likes to laugh..."

"Heh, they do now, eh?" Wormwood answered, moving in next to her. "Then how come your family didn't want to laugh? They certainly had need of it."

The young pony paused on hearing that...for she didn't have an answer.

"Because it's just like your mother said, Dark..." She said, leaning in close. "Laughter is an illusion. A distraction. No more real and tangible than a rainbow. The rain...on the other hand..._that's_ eternal. While the rainbow fades, the rain, dark skies, and thunder and lightning remain. Laughter is here one moment and gone the next, Dark. _Sadness_, on the other hand...that lingers. That has permanency...has _power_. It doesn't fade. It doesn't ease. And when the smiles and laughter are done...it continues to rest on your heart. No amount of fun can ever drive it away. That's why they let simple children indulge in it...but when they grow older, it's time to become serious."

Dark's look grew grim on hearing this, and she bowed her head. Wormwood slid around her and then spoke again.

"_Embrace_ sadness, Dark. Ponies are such fools for they try to deny it when it is inescapable, when it is the only undeniable truth of their lives that none of them will ever avoid. But you...if you open your heart to sadness, take it in, wield it...you can have great power over other ponies. Power to help deal with all of life's difficulties. Drive out silly, childish laughter, Dark...so that ponies will stop wasting time with an illusion and focus on dealing with reality...on matters of consequence..."

With that, and another cruel smile, Wormwood pulled back and began to fade into the mist again. Dark kept her head bowed for a moment...as tears began to run from her eyes. However, she let them, seeming to be allowing them. When she raised her head, her look was grim and dark as the tears ran out...

"Tickle torture!"

Dark snapped her head at that, and a moment later was tackled by Pinkie, who tumbled over her once before taking her to the ground. Once there, she began to move her hooves to Dark's armpits and tickle furiously. Dark, helpless against this assault, soon burst out into laughter and tapped her rear hooves against the ground. If that wasn't enough, Pinkie soon lowered her head over her stomach and gave her a raspberry, making Dark laugh even louder than before.

Pinkie cut off her assault a moment later, and reared back, hopping up and down merrily. Dark, on her part, ended her laughter and leaned up, looking to her in puzzlement.

"See? Wasn't that a lot better than grouchy ol' sadness?" She asked.

Dark paused after hearing this, but then bowed her head again. "...But it didn't last." She answered. "As soon as it was over, I felt sad again."

Abruptly, Pinkie shot back, only to pop her head out of Dark's opposite side, making her snap in surprise to it.

"Then don't be!" She simply answered. "Be happy!"

The young pony looked confused at that. "But...but I'm _not_ happy. I'm sad..." She turned her head down. "There's so much sadness in the world...so many bad things...so much hardship..."

Pinkie popped out, and came up over Dark's back. "Uh oh...somepony's still carrying rocks in her saddlebags!"

Dark looked up in confusion at that. "...Huh?"

Pinkie moved out in front of Dark at that. "My family owns a rock farm. And a lot of times, after days of picking out the little rocks from the big rocks, we'd come in for the day, but sometimes, we'd be so tired and sore and sweaty, that we'd forget to take the rocks out of the bags, and we'd carry them inside, or even to town or market. And you know what would happen? We'd be even more unhappy because we'd be even more tired and sore and sweaty! Sometimes, you have to take the saddlebags off for a while. It doesn't mean you won't pick them up again, but you need a chance to kick back and relax and let them just sit for a bit!"

Pinkie shot away again...only to pop her head out of a cloud from overhead and hang upside down, right in Dark's face, surprising the pony a bit. Soon, she turned her head down.

"Well...I guess that makes sense...but my family didn't _want_ to be happy..."

Immediately, Pinkie's hoof came out and patted Dark's nose. "There you go! You hit the head on the nail! I mean...the nail on the head, because hitting your head on a nail would hurt... You can _choose_ to be happy or sad sometimes! Sure, there's a lot of sad things in the world, and sometimes it makes sense to be sad...but a lot of times it makes sense to laugh and try and be happy, too! It'll make you feel better so you can deal with all the sad stuff! It'll help you calm down a bit so you don't get so worked up! And it helps bring ponies closer together and have some quality time! I mean...there's more to life than just working and crying all the time. There's laughter!"

Abruptly, physics seemed to apply to Pinkie again...as she dropped from the cloud and landed on the ground in a heap. Dark saw this...and giggled again. Soon after, Pinkie shot up and moved next to her, putting a hoof around her shoulders.

"Sometimes, you have to look right at the sad, stormy world...glare it straight in the eye...and tell it, 'I don't care what you throw at me! I want to be happy, and so I'm going to laugh in your face!'" To accent this, she closed her eyes, furrowed her brow, and opened her mouth to give out a monstrous: "HA, HA, HA!"

Dark couldn't help it, she cupped a hand to her mouth and laughed a bit more at Pinkie's antics. She tried to hold it for a bit, but soon after began to bust out louder. As Pinkie looked back to her, the last she saw of Dark before she vanished into the light was her rolling on her back, holding her gut, and laughing out loud.

* * *

As the light died...Pinkie found herself still being throttled by the clamp. She gulped, and then croaked out.

"That was weird..."

Abruptly, the clamp released her, letting her fall to the ground rather roughly. Pinkie leaned up and shook her head, and looked forward...just as Dark, still looking grim and rather fierce, retracted her clamp, and then leaned down and glared right in the pony's face, bringing her helmet close to her. Seeing this, Pinkie looked uneasy and pulled back, expecting the worst.

Dark stared for a moment longer...before her hooves suddenly went up, yanked off her helmet, and revealed her own face, which immediately stuck out her tongue and wagged it at Pinkie.

Seeing this, the pink pony leaned up a bit.

Soon, Dark was making a number of funny faces at Pinkie. And when she was done, she smiled a bit and held open her mouth expectantly, waiting for a reaction. After a moment passed...Pinkie suddenly leaned back, held her own sides, and busted out laughing. Dark smiled a bit more at that, before Pinkie leaned back up.

"Oh, oh! Here's one!"

She immediately made another face, which caused Dark to roll back and laugh as well.

"Oh, how about this?" She said after a moment, leaning forward and making another.

"Ha-ha-ha! Or this one!" Pinkie responded, giving another.

"Oh, oh! Who am I?" Dark answered, forming a grouchy, dark face, but crossing her eyes and sticking out her tongue as she spoke in an exaggered voice. "'Duh...I'm Empress Wormwood! I'm a big goofy grumpy pony who thinks laughter is silly because I haven't had a good laugh in years! I'm real grumpy because my mask is all itchy but I can't take it off because it's glued on!'"

Pinkie began to laugh even louder at that, and Dark soon joined in. "Oh, I've got a joke for you! Two ponies walk into a stable..."

"Uh...Pinkie?"

The pony paused, and looked over to the side, to see the other four ponies waiting for her.

Pinkie grinned sheepishly, then turned back to Dark. "I'll be back soon to tell it to you! But right now, I've got to go help save Equestria! See ya!" She turned and shot off in a flash.

Dark's smile soon turned to surprise. "Oh, oh wait!" She reached to her neck, removed the Laughter Element, turning it back to its original state, and held it out before her. "You forgot your-"

Abruptly, Pinkie's head shot in and she took it in her teeth before vanishing in a puff of smoke.

"Thanksabunch!"

* * *

Rainbow spun violently through the air, before she crashed into the street. Giving a groan, she tried to get up again...but she was slower than ever now. One of her hoofs was cradled to her side, and one of her wings was askew. Nevertheless, in spite of her pain, her face remained tight as she forced herself up to her hooves. She looked back to her opponent with a glare...only to gape.

Silver was flying in midair right in front of her, and using her enhanced strength from the armor to hold an entire bus coach over her head, full of terrified ponies and their families. She clearly looked like she was going to smash it, and grinned wickedly at Rainbow to try and do something about it.

Seeing this, Rainbow looked anxious for a moment. She tried to fly...but soon winced when her wing wouldn't straighten. She looked back to it in surprise, then back to the coach and the bus. She saw the fear in the eyes of the ponies within, and, finally, she made a decision.

"Ok, ok!" She called. "You win! I give up! Just don't hurt them! Please put them down!"

Silver paused at this, her smile vanishing. She turned her head to the sky and thought aloud. "Hmm..." Then, after a moment, she looked back down with a cruel grin.

"...No."

With that, she flexed her muscles, and used her armor to toss the entire bus high into the air...far higher than anyone could survive from if they fell. Rainbow, gaping at this, tried to run after it, if only to put herself beneath it...for all the good it would do...before Silver slammed down on her from behind and pinned her to the ground.

"Oh no, my little pony..." Silver hissed with a cruel grin. "You're going to _watch_ this. I'm getting a little tired of you being so heroic. Maybe you'll learn to stop thinking about being responsible for others all the time..."

The pegasus continued to strain and struggle for a moment...before she heard a voice.

"Rainbow!"

Hearing this, both she and Silver looked up and to the side...seeing Twilight and the others run up to her.

"Touch her with your bracelet!"

Silver looked back down, and saw Rainbow pause a moment, looking to the bracelet on her own arm. In a flash, Silver moved out to try and pin that arm down, but Rainbow quickly shot it out of the way just in time, and raised up to touch the bracelet to an exposed portion of Silver's armor. Not long after, the lightning element shrouded both of them in light...

* * *

A moment later...and Rainbow found herself moving through the mist, looking around.

"What the...? There aren't any clouds like this in Equestria! What's going on here? Where am I?"

She brushed through a few more, looking around, until the mist parted before her...revealing a large, old, and fearsome looking edge of a forest, right outside a lake. Ahead of it stretched a long mountain valley filled with cruel rocks and peaks. However, in spite of all of that, there was a banner hanging over the trees. Rainbow looked up to it and blinked in confusion.

"'The Intercontinental Equestrian Relay'? That was the biggest race for young pegasi in Equestria! But...they stopped holding it five hundred years ago because it was too dangerous and demanding... What am I looking at? Or _when_?"

"Come on! Come on!"

Rainbow looked down, and, for the first time noticed a young pegasus at the edge of the lake, completely silver with different shades for her mane, and a Cutie Mark that showed a silver blur, turning around and holding her hoof out.

"Come on! A bit further! You can do it!"

Soon after, another young pegasus, weary and looking on the point of collapse, with a baton in her teeth, came flying through the forest. She quickly shifted it to one hoof and kept flying. "Start flying, Silver Streak!" She called. "We're in the lead but they're right behind us!"

"Silver Streak?! That big jerk?" Rainbow echoed back.

The young pegasus began to take off, and was soon flying near full speed by the time the tired one reached her. She passed the baton off, and Silver turned to take off to full speed. But after doing so, exhausted...the previous runner fell out of the sky...and straight into the lake. A moment later, her head poked out as she thrashed furiously, coughing and spluttering, but she was too tired to swim out or fly clear of it.

Hearing the thrashing, Silver froze, and looked back. In a snap, she stalled in midair, snapped around, and flew down to the lake to grab her fellow runner. As she did...two more pegasi flew right by. The half-drowned pegasi shook her head on being pulled out and carried to shore, but then looked up in shock to see them passed.

"Silver, now we're in third! You should have kept going!"

Silver, in turn, let her down on the shore. "That's alright. We'll make it up...and when we win, it'll be all of us _together_. See you at the finish!" She immediately turned and took off.

The mist made the rest of the world fade, centering only on Silver as she flew along. At first, she was confident...but her face turned to terror, exhaustion, and anxiety as the world came back...revealing a dangerous, twisting rock canyon with thunder flashing overhead and rain pounding down on her. Rocks were being knocked loose, and she swerved and spun every way she could to try and avoid being flattened by them. After a few moments, she looked down to the canyon floor...and spotted another pegasus.

"Silver, hurry!"

Immediately, she dove down for her, continuing to dodge falling rocks and breaking through rain as she did so. The other pegasus began to take off as well, and was soon up to near full speed. Silver moved in behind her...slowly coming closer. She began to hold out the baton, ready to pass it...

When, suddenly, a thunderclap knocked loose a pile of larger rocks...and the boulders rained down on them. The pegasus took the baton just as it slammed down on Silver...knocking her to the canyon floor. She was soon half-pinned under the rocks, from the small of her back to behind her. Her wings were pressed down, and soon she strained and struggled...but couldn't budge. She panted and tried to push, but even if she wasn't already exhausted, she couldn't have moved it. In the end, she held out a hoof.

"Help me! I'm stuck!"

The pegasus looked at her only a moment...and then sighed. "Silver, you let us fall into third place and we're only now back in second! I don't have time to help you if we're going to win!"

"But...but..." Silver tried to protest.

"I'll be back for you later." The pegasus said before turning and taking off...leaving her behind.

"Wait! Don't leave me here!" Silver begged...but her pleas fell on deaf ears. Instead, she let her hoof fall and bowed her head.

The mist changed to show the passage of time. The rain had stopped, but Silver was shivering in the darkness of the night.

"I...I hope...the relay's...almost over..."

The mist changed again, revealing a new day...and Silver was looking hungry and thirsty. The mist changed to a new night, and rain was falling on her. The mist went to yet another day...and Silver, tired, sick-looking, and dirty, weakly looked up to the sky...and finally let tears begin to flow from her eyes.

"They...they forgot me..."

Rainbow, who had watched all of this, felt her dislike for Silver evaporate as her anger grew toward a new source. "Those big jerks! How could they leave their own teammate in the dust like that?"

"Oh, they didn't forget you, Silver..."

Rainbow's anger faded again as she was surprised once more. "Huh?"

Silver did much the same, looking up. "Huh?"

The mist gathered and turned dark for a moment, before Queen Wormwood stepped out before Silver. Immediately, Rainbow's nostrils flared on seeing her, but she held back as Wormwood looked over Silver with a calm, cruel smile.

"...They just simply...'lost the dead weight'."

Silver gaped a bit on hearing that. "D-Dead...weight...? But...but I'm not even the slowest on my team!"

"Oh, you may do good on time trials and on tracks, Silver..." Wormwood answered as she bent down to look her in the eye. "But you're still the slowest, because you let people hold you back...like balls and chains to your legs as you try to fly. After all, you _were_ the one who let your team go from first to third, weren't you? Do you think they want a loser like that to be on their team?"

"But...I was trying to help out a friend!"

Wormwood let out a laugh at that. "A friend?" She chuckled as she leaned up and began to walk around a bit. "You believe in that nonsense? 'Friendship'? Oh, Silver...lots of ponies go about Equestria claiming they have friends and ponies they care about...but what happens the day that one of them gets in between them and their dreams? When they start holding them back?" She turned to Silver again, and pointed a hoof at her. "Well...you _see_ what happens."

Silver, looking to her own state, soon began to tear up again and bow her head.

"The reason you're not the best is because you keep getting tied down, Silver." Wormwood continued. "You keep worrying so much about helping other ponies to fly that you can't beat your own wings fast enough. You worry so much about carrying everyone over the finish line that you let yourself come in last." She leaned down again and put her head to Silver's ear, speaking quietly. "Stop worrying so much about other ponies. _You_ are the only pony that matters. Betray these so-called friends and start looking to your own glory. You could be the greatest athlete...no, the greatest _pegasus_ in Equestria...if all you'll do is stop letting yourself be tied down by emotions and false friends. Cut the dead weight out of your own life, Silver..."

She leaned up and began to step back, fading into the mist.

"Rise to become the greatest in the world... You...and not anypony else."

Silver kept her head bowed a moment, but her tears had stopped falling. A moment later, she raised her head again, her eyes fierce and cold, her face twisted into a sneer...

"'The greatest in the _world_'? Seriously? Are you _kidding_ me?"

Silver's dark look broke, and she turned in surprise...just in time to see Rainbow fly up and land in front of her, snorting and looking to where Wormwood had gone. A moment later, she turned back to Silver and gave her an angry look, enough to make her recoil.

"Uh, yeah..." She sarcastically continued, rolling her eyes. "Maybe the greatest _jerk_ in the world! Maybe the biggest _bully_! And if you ask me, somepony else can have that title for all I care! What good is it being great and number one if you kicked every other pony out of the way to get there? Who cares if you're on top if no one's there to congratulate you or throw you a celebration?"

The young pegasus blinked for a moment, but then huffed. "Well maybe if I was number one, other ponies wouldn't leave me in some rocky hole to rot! Why should I be loyal to anypony when they just leave me behind like this, the first time something bad happens?"

Rainbow frowned at Silver a moment, before sighing and turning to face her more directly.

"Listen, kid...let me clue you in on a little secret. _Everypony_ falls short sometime. _Everypony_ has something. Maybe this one's too shy, or that one's too noisy, or that one's too bossy, or that one won't stop styling her mane for five minutes, or that one can't go out in public without having her purple horn stuck in a book, or..." She paused, and swallowed. "Or...and this is just a little problem, mind you, no big deal...and it's somepony else anyway...somepony is just a teeny, tiny bit afraid that everypony else won't think she's awesome...which is, of course, ridiculous because she _is_ awesome, the most awesome pony in Ponyville...but the point is that nopony is perfect or 'all that' or can do everything by themselves. That's what a team is for...what friends are for, to help each other out when a pony falls short."

Rainbow moved over to the rocks next, turned around, and with one sharp kick shattered the boulder pinning Silver. Soon after, she reached down and used her hooves to pull her out.

"Trying to do everything alone doesn't make you stronger...it makes you _weaker_. For a long time I thought I could do it all by myself...that going alone was the only way to be the best. But the truth is...I can do a lot more if I have other ponies in the stands cheering for me, and who will throw me a victory party if I win..." She smiled a bit here. "...And a 'good try' party if I _don't_ win. I'm the only pegasus in Equestria who can pull off the Sonic Rainboom...but it would have just been a freak accident if not for my friends. No matter how hard I pushed myself, I couldn't pull one off. It wasn't until I used it to help a friend that I could do it. Because that's what friends do...they push you above and beyond yourself so that you can be _more_ than yourself."

She leaned in a bit closer to Silver. "And you know something, kid? What's the point of being so talented and being able to do so many things if you can't do them for other ponies in the first place? Otherwise, you're just tooting your own horn...and that song gets kind of annoying after a while. It's not medals and trophies that make me amazing...it's the praise and cheers I get from my best friends, who know that I'll never let them down."

Silver looked down a bit longer as the mist gathered and began to turn bright, but Rainbow still managed to catch her turning her eyes upward and giving a smile before she disappeared.

* * *

Rainbow blinked, and shook her head. "Huh? What?"

At once, she was back in Canterlot...and still being pinned by Silver...and the bus full of ponies still falling. By now, she could hear them all screaming out loud. Rainbow looked up and gasped. They were already clearing the roofs. In a moment, they'd smash against the ground, and even if she was free...she was too weak and battered to do anything about it now other than get crushed.

However...as hope seemed lost...Silver leapt off of her and immediately rocketed for it in a silver streak. Rainbow blinked, shook her head, and looked again...but she hadn't just been seeing things. In a flash, Silver was underneath it and holding on. Gritting her teeth, she flapped her wings furiously...and managed to slow the descent. She sweat and strained a bit, even with the help of her armor...but slowly and surely made the entire bus slow down...and slowly lowered it to the ground. Her rear hooves landed a moment later, and when they did she leaned over and set the coach down. The other ponies, now rather confused that their oppressor had turned into their savior, cast Silver a frightened glance, before turning and running for it. The Dullahan could only pant and catch her breath for a moment, as she looked up and saw this happen.

Yet toward the end, a young filly, barely a toddler, stepped off, being dragged along by one hoof by her mother. However, she looked to Silver for a moment, who looked up in response...and she smiled and waved.

"Thank you!"

Silver's jaw slackened, and she stared as the mother dragged the child away. As for Rainbow, she managed to get to her feet, although she limped a bit as she came over to the armored pegasus. After a moment longer, Silver bowed her head again and reached up to remove her helmet. She let it fall to the ground as well, before looking up with a weak smile to Rainbow.

"Back in the empire...I was the greatest pegasus. I won every competition, every race, every tournament..." She paused here, and then looked up to the leaving ponies. "But...I don't think I ever felt like a real champion before now."

Rainbow smiled back momentarily, before creasing her eyebrows.

"By the way..."

She snapped out a hoof and gave Silver a punch in the shoulder, causing her to recoil a bit. "_That's_ for being such a cheap, cheating jerk."

Silver hesitated a moment, and then bowed her head. "...I deserve it."

However...her eyes widened in surprise a moment later, when Rainbow leaned forward and gave her a hug.

"...And _that's_ for saving those ponies."

Silver paused a moment, but then smiled again. Rainbow leaned back, and the two pegasi looked to each other for a moment. After that, Silver reached to her neck and pulled off the Loyalty Element, restoring the final one to its previous glory, and then looking out to Rainbow before placing it around her neck.

"Here...you're a _real_ champion...and you deserve this." She smiled a bit more. "...I hope I'm as awesome as you someday."

"Ha! You wish!" Rainbow responded with pride. However, she paused after saying this, seeming to realize what she was saying. After that, she softened a bit and looked back to her. "But...you never know...keep trying and you might be...so long as you have a good group of ponies backing you up like I do."

Silver smiled back.

"But, if you'll excuse me..." Rainbow said as she began to move with a bit more spring in her step toward Twilight and the others. "Me..._and_ my friends...have to get a little more awesome by kicking Empress Wormwood's tail to the curb!"

* * *

Although the Iron Horses continued to rage and more and more of Canterlot was falling to them as the last of the Royal Guards were overcome, a noise of hope now rang through the city as the six friends, the Elements of Harmony in their possession and restored to their former glory, ran through the streets and back for the palace as fast as they could.

"I know you're tired, everypony, but we can't stop now!" Twilight called. "We've got to get back to the Royal Palace! We've still got one more pony to stop!"

"Yeah! And _I've_ got a victory celebration to throw with Dark Chocolate!" Pinkie shouted back. "She knows a thing or two about parties herself!"

"And I still need to have that tea party with Willow Glen." Fluttershy added. "You know, for a big, scary, armored pegasus...she's actually really nice!"

"I think all those ponies were nice once, darlin'..." Applejack threw in, frowning soon after. "Before that son of a gun Empress Wormwood filled their ears with lies..."

"And their hearts with poison!" Rainbow huffed in response. "I'm wanting to pound her face in more than ever now!"

"Yes indeed!" Rarity added, before looking a bit uncertain. "Even if...you know...the Elements of Harmony don't seem to affect her..."

"We probably need a plan..." Twilight mused aloud, before she suddenly froze in her tracks and gaped in terror. "Oh no!"

The others quickly halted behind her. "What's the problem?" Rainbow asked.

"Look at the clock!" Twilight answered, pointing.

The others looked in response, and Twilight soon explained.

"There's only two minutes before the hour is up!"

Applejack looked ahead...but the royal palace was still way in the distance.

"I don't think we can make it in time..."

"Rainbow, can you fly there?" Fluttershy asked.

The rainbow-colored pegasus tried flexing a wing...but it merely twisted, putting her in more pain. "No...my wing is still busted!"

"Twilight, you have to teleport us!" Pinkie threw in.

"I can't, Pinkie! Even if I wasn't exhausted from earlier, I don't have the range!"

"Well this is just smashing!" Rarity stated sarcastically. "We get the elements back only to be stopped here! How will we ever...AH!"

Abruptly, a levitation spell picked Rarity off the ground...and immediately Golddust ran by her, still holding her with her horn, as she used her armor to shoot through the streets like a rocket. Twilight gaped...before Nova soon did the same to her and rocketed off after her. She looked down in shock, and soon saw the unicorn tearing through the streets.

"Nova?" She exclaimed.

"I may not be the best at magic in Equestria...but I can manage a levitation spell big enough for a unicorn!" Nova answered as she kept shooting across the street.

Soon after, Proudheart and Dark popped in and threw Applejack and Pinkie on their backs, respectively, before taking off as well. Finally, Willow and Silver popped in and grabbed the two pegasi before taking off. Fluttershy shrieked for a moment, before she saw who it was and calmed down...while Rainbow slapped a high hoof to Silver as they went along. Soon, all six were rocketing toward the tower faster than ever...

* * *

Back at the top, however, things were worse than ever. Luna was hunched over Celestia...although the latter was hardly recognizable now. The black had expanded over her entire body, turning her from radiant white to coal black. Her wings had completely disintegrated and her horn was gone. The only thing that was left was her face...and one could see the black moving over it, like a living disease, trying to cover the last. Celestia was still spasming and shaking, and when her eyes opened...they were serpentine...and stayed that way. They flashed normal only for moments now before resuming.

Luna, meanwhile, focused magic in her horn...but to no effect. She looked desperately at her.

"My magic doesn't work..." She stated. "Sister...please, hang on! I do not know what Twilight Sparkle can do, but I've learned to have faith in her as you have! She will return and be victorious! Just...do not give into the darkness!" She leaned in closer. "...Can you even hear me?"

A dark laugh soon boomed through the air, causing the younger alicorn to shoot to her feet, glaring around herself.

"Of course she can't, Luna...she doesn't even remember who you are anymore." It hissed. "And she only hears one voice now...that of her mistress."

"Devil of a pony!" Luna hissed. "Show yourself, you coward!"

Abruptly...a beam of darkness burst though the ceiling...and struck Luna in the small of her back. She spasmed in pain and reacted with shock, crying out, before she was knocked across the room, away from Celestia, and dumped unceremoniously on the floor. The black energy that hit her clung to her back, waving for a moment...before it suddenly popped out and enlarged, becoming solid, and forming leg chains, a yoke, and a bridle over Luna while she was still stunned. She tried to rise, but the dark energy held her down and restrained her. She tried to speak, but the bridle choked her in response.

Laughing wickedly...Empress Wormwood, flying on her artificial black wings, descended into the hall.

"Come now, Luna... What profit is there to me by fighting fair?"

Luna struggled furiously, but to no avail.

"I'd keep quiet if I were you, Luna." She hissed. "If you behave...maybe I'll just imprison you again...instead of forcing you into a new suit of dark armor."

She turned her back on the alicorn and looked through one of the ruined windows to the city below. She smiled. "Canterlot will soon be in flames...a forgotten ruin, just like my great empire was. By now, my Six Dullahan should have destroyed your worthless champions. And now...my newest servant is about to be born. My victory is complete!" She turned and sneered at Luna. "It took about a thousand years longer than I expected, but now I get to see everything you have taken away from you and given to me, just like your sister took everything that was mine and gave it to herself!"

She looked back through the hole. "In just one minute..."

* * *

Meanwhile, the former Dullahan and their passengers arrived in the grounds of the Royal Palace, and ran until they reached the walls. They looked up, and saw that the ruined tower was just overhead. Twilight looked back behind them to the clock tower.

"Only about a minute left! We'll never get up there in time, even with these armors!"

"We won't...but _you_ will." Nova responded. She turned back to the others. "Everypony...get ready for Plan K!"

Immediately, the ponies landed and shifted their passengers in such a way that they were all balanced on their shoulders, their rear hooves standing on the front shoulders of the former Dullahan, and leaning upward. A moment later, Nova raised her hooves beneath Twilight's own rear hooves, and pushed her up even higher. The same soon happened to all the others. Twilight, meanwhile, looked a bit confused.

"Plan K? What's that?"

"Plan K." Nova answered simply. "As in..."

With that, the hoof cannons deployed on all of the armors...and the six slid so that their rear hooves fit neatly inside.

"...Kaboom."

Twilight and the others barely had a moment to gulp before they were fired. A moment later, the six of them all cried out in panic as their were launched into the sky, shooting up and past the walls of the towers of the palace, and rocketing up higher and higher...before they began to arch slightly in midair. A moment later, their bodies sailed forward, straight for the uppermost parapet...and right through the opening that was there.

* * *

An instant later, Luna and Wormwood both snapped in surprise as the six descended and landed right in one of the broken openings, soon all touching down, one after another, on the stone floor. They landed on all four hooves, and the moment they did, all of them looked up...and let the Elements of Harmony shine and shimmer on each of them for Wormwood to see.

Luna looked rather amazed, and pleased. "Twwwlhhht Sprrrkrrr!" She tried to say, but failed around the bit. Soon, she rolled her eyes and groaned.

Wormwood, however, was far more astonished. "You! You six? You're still here? Why didn't my Six Dullahan deal with you? And..." She soon gasped. "The Elements of Harmony?! How did you beat them and get them back?"

"It's over, Wormwood!" Twilight retorted. "You're done!"

The empress stared back for a moment at them blankly and silently. But then, she merely smiled and snickered darkly.

Even as she did...Celestia...or what looked like her...began to rise in the back...as a horn of darkness started to form on her head, and wings of shadow began to grow from her sides.

"And...how, exactly, do you reach that conclusion, Twilight?" Wormwood asked.

The six, bold a moment ago, now reacted in shock and fear. There was barely any whiteness left on Celestia's face. She wasn't trembling or shivering any longer, and her eyes were open and serpentine. She fully stood up, and her dark wings spread out as her horn began to flash.

"Just because you perform better than expected, you think you've beaten me?" The empress sneered. "I've got the greatest weapon of all now. And you know? I'm sort of glad this happened this way. Because _now_...now I get to watch you all be destroyed by your own, dear Celestia."

The ponies gaped for a moment, but then stepped forward.

"Princess Celestia!" Applejack called.

"You have to fight it!" Rainbow threw in.

"Don't submit to that dreadful hooligan!" Rarity cried.

There was no change. If anything, Celestia grew worse. Only a few spots of white were left on her face, and they rapidly began to turn dark. Wormwood laughed. "Save your breath, fools. Celestia doesn't even know who you are anymore. She's forgotten the warmth of the sun, the sound of the wind, the taste of food...and, most of all, the love she once had for you. She doesn't even recall what love is anymore. In the end...all of the harmony she had in her was completely snuffed out by disharmony."

Twilight looked fearful and horrified for only a moment longer, thinking that this had all been in vain...that all of their struggles were for nothing...

...Until her face turned firm.

"You're wrong, Wormwood."

The empress had begun to laugh again...but suddenly stopped and looked out in confusion. "...Excuse me?"

Twilight stood a moment...before removing her Magic Element. After that, she began to walk forward, straight for the dark Celestia.

"What're you doing?" Rainbow called.

"She's all mean and scary!" Fluttershy threw in.

"You little fool!" Wormwood sneered on seeing this. "You think your power can contend with hers? Even the Magic Element couldn't hope to! She doesn't even know who you are anymore! She'll annihilate you with one blast!"

Twilight didn't answer any of this. She came right before dark Celestia...and simply sat down. She closed her eyes, drew in a deep breath, and spoke.

"...Dear Princess Celestia: As this may be the final report you ever hear from me...I have decided to give it to you face-to-face. I want to tell you in it that I learned an extremely valuable lesson from you, even if it was the last thing you ever tried to teach me."

The five went silent at this and watched, listening to what Twilight said, and even Wormwood paused and turned to it.

"There are some in this world who think that the greatest power is disharmony. That the only thing that ends up changing anything is cruelty and wickedness. That the only ones who succeed are ponies who are heartless and lie. They're bold enough to tell other ponies that, in the end, everypony is nothing more than a self-interested, twisted individual, and that people who try to deny the darkness are lying...that deep down inside, they have no faith in anything good and don't really trust it to help anypony.

"But they're wrong.

"There's no such thing as a pony whose heart is fully dark and corrupt, because no pony comes into the world with their heart fully dark and corrupt. They start off as an innocent foal, full of loyalty, honesty, kindness, generosity, laughter, and magic. Life may try to choke this out of them, smother them in darkness and lies, until they reach the point where they forget these things and even reject them.

"But it isn't doubt that is in the center of the hearts of all ponies...it's the Elements of Harmony. And they're always there. Even to one who seems completely wicked and corrupt, a few kind words, a friendly gesture, a simple sign of friendship...that's enough to make them come to life and banish all dark and doubt away...to change a pony's life. That's the true power of the Elements of Harmony...that no matter how much darkness and disharmony comes into the world...they will never go out completely. There isn't enough darkness in the universe for that. The Elements of Harmony aren't mere jewels or necklaces...they live inside each and every one of us, and they grow and flourish when we share them with others. But even if we deny them...they're still there, waiting in the dark to come to light again."

The five listened to this, and their expressions softened. In spite of the situation, they began to smile. As for Twilight, she smiled and looked up to Celestia, even as only one spot left on her began to shrink...

"And that's why I believe in you, princess!" She said as tears began to form in her eyes. "Because you're the one who taught me the elements were real...because I first saw them in you! And I know that they're in you greater than any other pony in Equestria!"

As the white spot vanished...Twilight ran forward and wrapped her arms around the dark Celestia in a tight embrace, tears running freely now.

"Your faithful student...your best friend...Twilight Sparkle!"

With that...the serpentine pupils vanished...and Celestia's true eyes replaced them...even as the darkness around her began to fracture, like a brittle coating that had been struck with a hammer. As it did, light began to radiate from the other side...pure and dazzling. The other ponies had to turn their heads and looked away as it glowed larger and brighter than any light they had seen yet today...and the sounds of breaking and shattering rang out throughout the entire chamber...throughout the entire palace...throughout all of Canterlot.

The glow finally died...and the other five looked forward, trying to see what happened.

Twilight's eyes remained shut as the tears flowed, holding on and not moving.

After a while...Celestia, white-faced with her mane flowing like a rainbow, looking tired and still without her horn or wings...nevertheless lowered and rested her own head on top of hers. Twilight's eyes opened, and she looked up in delight, to see Celestia staring back at her softly, smiling gently.

"Thank you, Twilight." She said. "Thank you for helping me...and believing in me."

Twilight smiled back, and the two nuzzled each other.

"Oh, look at that... How _precious._"

Twilight and Celestia both looked up, and the other five ponies did as well...seeing the grinning Empress Wormwood in their midst...still rippling with dark power. On seeing this, the other five immediately ran across the room and began to fan out in front of Celestia and stand their ground.

Wormwood chuckled. "What a sweet gesture... This would be the ending everyone paid to see, wouldn't it? The elements restored...the Six Dullahan vanquished...love conquering all... There's just one itsy, bitsy problem."

Abruptly, she snapped her head forward and fired a beam of darkness...shooting over the heads of the smaller ponies and smashing into Celestia, ripping her off of her feet and smashing her into a wall. The blow was so much that it fractured it, and she soon slid off. Luna's eyes widened, and she struggled more against her bindings, for all the good it did. The other six crowded around Celestia as she weakly tried to rise, and looked back to Wormwood as she chuckled and stepped forward slightly.

"_I'm_ still here...and _I'm_ the most powerful!" She sneered. "Your princess is stripped of power, and you...miserable fools...your Elements of Harmony are only jewelry compared to my technology! You've done well getting this far, Twilight Sparkle...but just like your previous disastrous trip to Canterlot, you and your friends lack the power to finish the job! And there's no older brother or sister-in-law to save you this time!"

Twilight stared back for a moment...but then narrowed her gaze and smiled. Her horn ignited, and the Magic Element returned to her head.

"Girls...let's do it."

With that, they all turned and faced off against Wormwood, each one smiling...and began to activate the elements again. Soon, light started to radiate from each one as they held them forth and began to hover in the air. Beams of radiance began to gather and focus.

All the while, Wormwood laughed. "And here I thought you had finally started to learn something! You couldn't leave a mark on me before, and you think you'll stop me now...now that I'm rippling with disharmony?"

Twilight and the others didn't answer. They only kept focusing and smiling...before the rainbow beam came forth from them. Wormwood grinned one last time and puffed her own chest out, waiting for it to strike her. However...it didn't. After a moment, her look turned to confusion.

"...What?"

She looked, and soon her own eyes widened beneath her mask. The six ponies had never been aiming for her.

They were aiming for Celestia.

The rainbow of light washed over the fallen princess a moment later, making her vanish in its brilliance. The light focused, and Twilight opened her eyes again, gleaming with radiance, and the full power was unleashed on the target.

"What...what are you...?" Wormwood stammered...before shrinking back as the light became so bright and dazzling that she was not only forced to look away, but actually recoil a few steps. A ringing burst through the air, and echoed loud and long...before fading again. The light dimmed, and Wormwood looked forward...and gaped.

Stepping forward through the adoring faces of the six, who now bowed in respect...Princess Celestia, wings fully regenerated, horn long and full of purity, stepped forward and leveled her wrathful gaze at Wormwood. Her eyes were burning with light, and the air shook around her...for she was back in "royal" mode.

_"It's time to end what we started a thousand years ago, Wormwood." _She boomed...and then shot at her.

Wormwood barely had time to react. She managed to cross her horn in front of her, and the two sides clashed for a moment. Energy burned out on both sides for a moment, before the light of Celestia's horn doubled in power, and the dark energy was forced back and began to spark down into Wormwood's own eyes, stinging them and blinding her. She hissed in pain, and was forced to break off and fly back into the air. Once there, she fired one blast of dark lightning at Celestia after another...only to gape in shock as Celestia struck aside each bolt with a swing of her horn...before aiming her own forward and sending a ray of light Wormwood's way. The empress tried to dodge...only to have both of her black wings struck instead, and immediately evaporate.

"No!" She cried, before falling to the ground like a stone. She managed to hold herself up...but Celestia was soon on her again, actually getting over her and soon bearing down on her with her horn...pushing into her...actually forcing her back. Wormwood responded with her own horn, still rippling with dark power, and she pushed back for all she was worth. She grit her teeth hatefully and kept pushing...

Until she gasped...for a crack appeared in her bladed horn.

"Im...impossible!" She gasped. "This armor repels magic! I've stood up to the Elements of Harmony!"

_"Hast thou heard nothing my student has said?"_ Celestia responded as she pushed harder, making it crack even more. _"The Elements of Harmony cannot be constrained by simple jewels and emblems! They're more powerful, and eternal, than any work of disharmony!"_

With one mighty shove, Celestia forced Wormwood's head aside, and then spun her head around and drove her horn forward...piercing the armor over her right flank. Immediately, it burst...its dark power flying into nothingness, and the armor flying off of her. Wormwood gaped in shock.

"No!"

Celestia reared back and drove her horn forward again, this time shattering the armor on her left shoulder. The energy around her bladed horn began to ebb.

"It...it can't be!"

The alicorn swung her horn forward again...and with a tremendous burst...severed the blade horn clean off of Wormwood's brow, sending the cruel object flying into the sky for a moment...before its dark power faded, and only a dull piece of steel hit the floor.

_"Nooo!"_

Celestia reared her horn back one more time, and then aimed it forward...sending a _massive_ ray of light smashing into Wormwood. As she cried out, her breastplate shattered, her armor began to scatter off of her like dried leaves, and she was carried across the hall and slammed into the back wall.

Immediately, Luna's prison vanished, and she quickly unfurled her wings and rose to full height.

Outside, the battered Royal Guard was moments from making a last stand...when their opponents simply fell down like broken toys.

Back inside...the light dimmed, leaving a smoking, battered, and ruined shell of an empress behind, having fallen out of a crater in the nearby wall. What was left of her armor was either in scraps or clinging to her here and there, totally non-functional. Her silver mask, twisted and warped, somehow stayed on her head...but she was still groggy as she raised it up. A moment later, her eyes widened in realization, as she looked over herself. Frantically, she grabbed for the scraps and vainly tried to reconnect them.

"My armor! My power! My beautiful technology! It's gone! All gone! I'm...I'm..." Her own serpentine eyes began to fill with tears of fear, and she began to tremble and cringe. "I'm...nothing more than a simple earth pony!"

Soon after...Celestia's shadow, easy to tell from the horn and wings, passed over her. Wormwood snapped to it, and soon began to gasp as she cringed and pushed along the floor, shrinking back into a corner. She looked around desperately...but saw no escape, and no plans to help her. She looked forward again, eyes filling with fear.

Standing before her was Celestia, eyes no longer glowing, but still looking down on her darkly. Flanking either side of her were the six ponies bearing the Elements of Harmony.

"What...what are you going to do to me, Celestia?" The once-empress now whined. "Seal me away again in that dark, forgotten hole?" If the comment was meant to sound defiant or determined...it didn't. Wormwood, stripped of her power and technology, was now cowering and trembling. The once proud and arrogant ruler was reduced to a fearful, timid creature.

Celestia stared at her a moment, then looked to either side. "Girls...I'll need all of your help for this."

Wormwood looked up and around her, as the six advanced forward...and her eyes looked to all of their elements, expecting a finishing blow from them. Celestia came up as well, and Wormwood, overcome with fear, closed her eyes, shielded herself with her hooves, and looked away...

...As the six touched their bracelets to Celestia's horn...before she touched Wormwood with it...and the world turned to white.

* * *

"No! Please!"

It was years before anyone knew of the Empire of the Iron Bridle or Empress Wormwood...at a poor community filled with poor tenant earth pony farmers. It was a scene of cruelty that was all too familiar...that the ponies had grown hard to...without knowing what would be the consequences.

A young earth pony, purple-coated, colors of an aurora in her mane, and bearing a crown of stars as her Cutie Mark, was being dragged away by a pair of pegasi. Another pair was holding back her mother, a very weak, very sickly looking mare, covered in a shawl and barely looking able to stand as she reached out to her. In truth, the pegasi barely had to exert any effort to stop her.

"Greenwood!" After a moment, she turned to an overseeing unicorn, who regarded the whole incident without pity.

"Please...can't we make an arrangement? I know I've been behind, but she's my only daughter! She and the farm are all I have in this world!"

"Don't take me away from mama!" The young Greenwood cried and sobbed, reaching desperately for her. "She needs me! She's sick!"

"You've been overdue on your rent for three months." The unicorn flatly answered. "You must either pay what you owe or have a member of your family work it off. And since _you_ obviously can't work...and we can't have you getting the other ponies at the mill sick...it will have to be your daughter, unless you're willing to sell the land."

Greenwood suddenly saw some other farmer ponies pass, looking at what was going on. "Please!" She called out to them. "Help us! Can't you loan us some bits? I'll pay it back, I promise!"

The earth ponies looked at her for a moment, then simply looked away...ignoring her and pretending they weren't seeing her. Greenwood could only gape in response.

The sick pony blinked. "This...this land is the only thing left of my husband... It's the only thing he could give his daughter!"

"Very well then." The unicorn turned and motioned for the pegasi to take Greenwood away.

The mare paused a moment, but then finally swallowed. "Wait! Don't! I'll sell!"

"No, mama, don't do it!" Greenwood called back, prompting her to look to her. "If you sell the land, you won't have anywhere to stay out of the cold or sleep! You'll only get sicker!" The pony hesitated, but then swallowed and forced herself to be brave. "I'll work off the debt! Just promise me you'll be here when I get back!"

The mare looked back at her for a moment, her eyes filling with tears...tears at everything, her situation, her daughter, the love she showed her...and at last she weakly smiled.

"I will be. I promise."

* * *

A year of torment passed, as every day, Greenwood was latched to a great mill wheel and forced to walk. It did not matter if it was hot or cold, raining or snowing, windy or dry...she had to keep walking. The only relief she had was when she was sent indoors to sharpen tools or repair axles...for the child, though young and inexperienced, knew the craft just after watching it. It seemed to be her true talent, in spite of her Cutie Mark. She was soon better than the experts, and had to toil twice as much as them. Every night, she got only a dried out half of an apple and a slice of bread with some water to eat. She slept on a cold floor, huddled together with many other ponies. And often she fell on the job, too weak to keep going in her young body. But although she was not whipped or beaten...no one ever helped her up. When she cried, she did so in silence, without so much as a kind word or a hug from any of the other ponies. They were too lost in their own misfortune.

But at night...every night...Greenwood would look out to the window into the starry heavens...and would plead.

"Please...somepony...anypony out there who's listening...help me..."

* * *

The year ended on a gloomy and cloudy day. A storm was coming and the wind blew hard. But Greenwood nevertheless was happy. More enthused and full of life than she had been in a long time. The debt was paid, and so she ran as fast as she could, weak and thin as she had become, to return to the farm, waiting to finally see her mother keep her promise.

What she saw drove a knife in her heart.

Pegasi were setting her home on fire.

She stood there, staring for the longest time. "I...I don't understand..." She breathed.

A moment later, a shadow fell over her. She looked up, and saw the unicorn from earlier. He looked grimly back...and then pointed out to a hill nearby. Greenwood turned and looked...and her world fell.

A gravestone.

"According to the physician, her last words were asking to be buried here...so she could keep a promise."

Greenwood didn't look like she had heard. She simply walked over to the stone...and sat before it, her eyes overflowing with tears as she sank into the grass. She tried to picture her mother's touch through it.

A moment later...a bag fell in front of her with a jingle. Greenwood's eyes opened, and she looked up to see the unicorn staring down at her.

"She sold the land before she passed on and said the money was to be given to you. There's all the silver it was worth."

With that, he turned and walked away...leaving the pony at the grave.

* * *

Night fell. A thunderstorm broke. Cold rain turned the land into mud...and still Greenwood did not move.

She merely sat there, staring at the bag of silver.

The rain gradually ebbed, leaving Greenwood covered with mud and dirt...alone. She stared on at the bag...as a light came overhead. Greenwood looked up...and saw the clouds had parted, and that the stars were shining down, large and beautiful.

She looked at them for a long while...before her eyes began to burn with violent anger.

* * *

The door to the local smithy flew open, kicked open by Greenwood...who, though a young pony, was a different one than earlier. Immediately, she went over to the pits and began to heap wood on the fire.

"Why should I be the only one who suffers?!"

The fire was struck, and soon it began to blaze. She opened the bag of silver and dropped it into a smelter.

"Why should all of those earth ponies go about with plenty to eat and tilling the good land while I starve?!"

The metal was poured into a mold, and Greenwood worked flawlessly, like a master at the craft as she cooled it.

"Why should all those pegasi enjoy the refreshing rain, warm sun, and the clean air while I freeze?!"

Yanking it out, she adjusted it in a clamp, and began to hammer and chistle at it...shaping it...etching it...knocking out two holes.

"Why should all those unicorns be surrounded with gems and luxury while I wallow in the mud?!"

She began to shape and polish next.

"If I am going to suffer..._all_ shall suffer _with me!"_

She gave one last polish, and then held up her work...revealing a silver mask.

"All of Equestria will drink deeply of my tears...and feel it turn into poison in their hearts!"

She put it over her own face, and grinned wickedly.

The door to the smith flew open as Greenwood stormed out wearing the mask, the sky overhead storming again, and grinning maliciously.

"One day...I swear on this mask...the last remnant of my mother..._all_ Equestria will writhe and weep as I crush them under my heel...and I shall look on..."

Her eyes burned with hate.

"And...do..._NOTHING._"

The storm raged overhead, darker and more fearsome than ever...

But then, suddenly, it was quiet.

"Greenwood...that's enough."

Abruptly, Greenwood snapped out of it. She looked around...and saw that she was no longer at the smithy, and the storm was gone. The sky was filled with stars, and she was in a grassy, dry field. She looked a bit longer, but then stopped...as she saw someone crossing the hill and approaching her.

Princess Celestia.

"You..."

"Greenwood...you've caused enough pain and suffering. End this. It's over." The alicorn responded, coming to a halt.

However, Greenwood only flew into a rage.

"How _dare_ you come here and tell me what to do?! You haven't the slightest right! Every night for an entire year I begged you for help! I cried out to you again and again, crying more tears than I could remember! _I_ believed in you before anyone else in Equestria did! Why didn't you help me?! Why didn't you help _her?!_"

Celestia stood silently in response, before letting her head bow.

"What do _you_ know of pain and suffering, Celestia?!" Greenwood snapped, still in a child's body but speaking like an adult. "What have you _ever_ known? Have you ever had to go to bed hungry? Have you ever been cold? Have you ever slept on a hard floor? NO! You sit in your palace all day long, in front of your warm hearth, just drinking in the luxury of Canterlot and the love of your people! Have you ever had to lie in a dark room and feel like you had _nothing?_ That no one in the world cared whether you were here or you weren't? Did you ever have a person you loved more than anything in the world taken from you?"

Celestia's eyes opened at that, and she raised her head to her.

"...Yes, I did."

Greenwood paused on hearing that, but then fumed again. "But you got her back." She turned her head away. "I didn't."

"No, you didn't." Celestia responded. "And no matter how much of the land you spoiled...how many ponies you put in chains...how many gems you filled your vaults with...or how much power or dominion you had, you could never take what was in that grave and put it back on the surface. But you sent many other children who were once like you to bed hungry. You made many other families feel the bite of the cold as they tried to sleep on hard floors. You did each and every thing you said you would, keeping all of your dark promises...and for all your cruel smiles and twisted laughter, you never felt one bit better for spreading so much misery. You only made more ponies suffer exactly like you."

This made the mare pause for a few seconds, but then her hate returned. "No..._not_ exactly like me." Greenwood retorted, looking back to Celestia. "For when _they_ called...you answered."

"I answered because you had taken all hope they had left, and they needed a ray of light to look to. Greenwood, much as you may think it, you were not the first, nor the only, pony who cried out to the heavens for help."

"Then tell me..._who_ was suffering more than me? Who had greater need? Who was treated more unjustly? Who did you go to instead of me?"

Celestia stared back at Greenwood for a long time. She was silent. In the end, she closed her eyes and sighed.

"...You know it better than anyone, Greenwood...I can't do everything. I never could. I stepped in not when nopony else would...but when nopony else _could_. But even if I didn't, I can't be everywhere. I couldn't back then, and I can't now. For all my power, I can't stop all the suffering and cruelty. No one individual can."

Her eyes opened.

"I did not come to Equestria to be a princess or a goddess, Greenwood. I came to show the ponies there a different way. I came to let them see the Elements of Harmony in the only way a pony ever really understands...alive in someone else. I didn't become ruler of Equestria to command anyone or force the land to be at peace...I took the position so that I could spread the ideals of loyalty, honesty, kindness, generosity, laughter, and magic to everyone. Because I _can't_ do everything...I tried to make a world where I didn't _have_ to. A world where the Elements of Harmony were not found within me or even within six objects, but in every single pony of the three races. That's their true power...that they can do great things even in the smallest gestures and most humble individuals. Every pony who is loyal to a friend, honest to somepony feeling betrayed, kind to somepony who's hurt, generous to somepony who has nothing, helps a crying pony to laugh, or uses their magic to bring warmth and light...the elements are alive in them and they chase away more of the cruelty and darkness of this world."

Greenwood paused here. She seemed to have softened a bit. She stood there silently. After a moment, Celestia came forward.

"...I wasn't there to help you then...but I'm here to help you now."

Greenwood looked up to her, and snorted and looked away, although her look wasn't _quite_ as harsh as before. "It's too late for that."

"No it isn't, because you still have the same wounds." Celestia responded. "You're still walking about with a hole in your heart, and you're still trying to fill it by digging holes in the hearts of others. Do you really think your mother loved you so much that she gave you that silver so you could make it an object of hate and fear? Do you think you're honoring her memory by using it for that? Do you think she would be proud of what you have become?"

Greenwood paused again on hearing this. Her head raised a bit, and she continued to stare outward, as Celestia came before her and stood there.

"That mask isn't a memento, Greenwood...it's a layer of armor around your heart. You're keeping away any chance for true happiness. Look around you, Greenwood. Look at how the world has changed...how it's filled with kind faces, warm hearts, and gentle creatures. You may have been forced to live a life of cold and cruel abandon at first, but now you've chosen it of your own accord. There are thousands who would welcome you in their midst...who want to touch you with the Elements of Harmony in the place it matters most."

The ancient pony tightened a bit, and she turned back to Celestia at last. Her face was tightening again...but no longer in anger, but almost desperation...almost hopelessness.

"It's no good. I only remember hate now. I've choked out all love within me."

Celestia lowered her head slightly, and smiled just a little. "But you haven't lost it completely."

Greenwood leaned back a bit on hearing that...before she began to see other shapes walk up the hill toward her. She looked up to them, and soon saw the six, not cruel or hateful or spiteful, but smiling.

"There ain't no wall of lies the truth can't break down, darlin'."

"Even the greatest miser can be turned by a simple act of generosity."

"The hardest heart can be swayed by kindness."

"Nothing chases the gloom away like a good laugh!"

"You can stand against anything so long as you have a friend at your side!"

"The greatest magic in Equestria is when a heart turns from darkness to light."

Greenwood stared, but suddenly shifted, as she turned back to Celestia. She saw she was resting her hoof on her chest, and was smiling softly at her.

"There are yet seeds of harmony lying in your heart, Greenwood. Let them grow. Let someone in to nurture them. Feel again. _Love_ again."

The ancient pony stood there silently...beginning to tremble now. She looked out to the six. She looked up to Celestia, still smiling at her. She quivered a bit more...and finally turned her head away.

"...Those are good words, Celestia...but I've been your enemy too long. I've built up too much hate between us. I'm afraid that just saying a few proverbs and maxims isn't going to change what I've done...or what's gone on between-"

Immediately, Greenwood was silent as her eyes widened and her jaw dropped.

Celestia had pulled her into an embrace, letting her warm, soft wings wrap around her.

The ancient pony couldn't believe it. She stood there silently, being held warmly by the princess. It wasn't getting through to her. She stared forward for a moment longer, and then spoke softly in disbelief.

"But...I'm your enemy... After everything I've done... I'm...Empress Wormwood..."

"You're also a pony who needs to be loved." Celestia responded. "Just like you said...you, more than anyone."

Greenwood held for a bit longer...letting the princess hold her...before something happened that hadn't occurred since the day she left that smithy.

A true tear rolled from her eyes...as her stone heart broke.

Closing her eyes more tightly, breaking into sobs, Greenwood put her arms around Celestia and hugged her back fiercely. As the other six watched, first in disbelief...but then smiling...Celestia rested her head on Greenwood's shoulder and continued to hold her as she cried into her coat.

"It's alright now, Greenwood..." She said in a soothing voice. "You're not alone anymore...and you never will be again."

The young pony continued to sniffle and sob for a moment longer...but even as the tears began to flow, a smile spread across her face...as she vanished into the white radiating from Celestia.

* * *

The glow died...and Wormwood, still in the shredded armor and bent mask...was back on the floor. She blinked in astonishment at what she had just felt, even as Celestia leaned back and withdrew her horn from her. Afterward, she stepped back, and looked down simply at Wormwood, showing neither anger nor wrath. Instead...she softly smiled at her.

As for Wormwood...the serpentine look in her eyes was gone, as she stared at Celestia, suddenly no longer a cruel tyrant...but a wide-eyed child in an adult's body.

"Empress Wormwood."

Wormwood turned her head at that...and saw a new sight. The former Six Dullahan, their helmets gone, walked in through the ruined entrance. They looked so soft now...so different...so lighthearted. And yet, their faces were troubled for a moment, before they stopped. After doing so, Nova in the lead looked up.

"...Please end this. I don't want to fight anymore."

With that, she shook her mane, and let the sparkle symbol fall to the ground.

"Neither do I." Proudheart answered, releasing the apple one.

"Or me." Golddust added, losing the gem.

"Me neither." Willow murmured, letting the butterfly down.

"Or me." Dark stated as she dropped the balloon.

"Neither do I." Silver said as she threw down the lightning bolt.

Wormwood looked to them a moment, then turned and looked to Celestia and the others. They looked back to her hopefully.

At last, Wormwood lowered her head, and shook it hard once...letting her mask fly off of her face and clatter to the floor.

"...Neither do I."

The six brightened up at that...both Celestia's as well as the former Dullahans. As for Wormwood, she slowly pushed herself up from the ruins of her armor, and walked, with head bowed, up to Celestia. Once there, she looked to her a moment...before dropping into a kneel and bowing her head.

"...You are the true ruler of Equestria. You have a power inside you that I will never be able to replicate or understand...the power that let you forgive me. I would be honored to pledge my allegiance to you and call you my princess, if you will have me as your subject."

Celestia looked down on Wormwood a moment longer, but then nodded. Afterward, however, she shifted to one side...allowing Luna to take her place. Unlike her older sister, she did not greet Wormwood with warmth or a smile...but a glare.

Wormwood, seeing this, showed a ripple of fear, but she closed her eyes and continued to kneel. "...Princess Luna, I can never ask you to forgive me for what I've-"

_"Silence."_

Wormwood cringed a bit, but did as she was told...awaiting her punishment. Luna took a step forward and leaned her head down closer to glare darkly at the ancient pony.

"You are a vile, miserable creature who betrayed the ponies who depended on you for your own power and glory, and you deserve the stiffest punishment that I can think of."

The ancient pony swallowed, but did not protest.

Luna looked at her a moment longer, then closed her own eyes. "...You are exactly what I was once, and yet Celestia forgave me completely." Her eyes opened...and were softer, as she managed a small smile. "I can do no less. Arise, Wormwood...my faithful subject."

Wormwood looked up at that, her eyes lighting up. Emboldened, and her face turning to a smile, she arose from the ground...as the other twelve ponies began to cheer for joy.

* * *

Two days later, with the unicorns pooling their efforts to repair almost all of the damage to the Royal Palace and the rest of Canterlot, with redecorating done by Rarity and Golddust...the last of the Iron Horses thrown into the smelter with a mighty kick by Rainbow and Silver...a tremendous celebration party thrown by Pinkie and Dark, a tea party hosted by Fluttershy and Willow, and a dessert outing baked by Applejack and Proudheart...after Twilight led Nova to the magic academy and, after getting over the initial confusion of a pony who was an adult taking the entrance exams...but nevertheless passing them...and, last but not least, no small amount of correspondence to the Crystal Kingdom to stop Shining Armor and Princess Cadence from leading an army of a thousand crystal-armored warriors from marching on Canterlot when they heard it was under assault...things were almost back to normal. The sun was shining, and word had been received that the guard in Ponyville had finished their survey of the Empire of the Iron Bridle, and had destroyed the last machine and ensured not a single pony was left. As it turned out...Celestia's initial survey had been very thorough a thousand years earlier. Only Wormwood and the Six Dullahan had been left.

The six were loading up on a train headed out for Ponyville. The group bid farewell to their new enemies-turned-friends. As they did one after another and loaded up, Twilight was forced to pause, seeing the six former Dullahan walking away together. Slowly...she realized the truth, how much they too represented the Elements of Harmony. She realized that they were more alike than she thought...that, perhaps, a thousand years ago, it could have been _them_ who had been chosen to wield the Elements of Harmony...and, likewise, it could have been the six modern ponies who could have been corrupted into becoming the Six Dullahan.

_But Equestria is a different world now._ She concluded. _And we know who we have to thank for that._

She turned and began to move toward the train, when she heard a voice.

"Twilight Sparkle."

The unicorn paused, and looked behind her.

Wormwood stood there...although she no longer looked that way. She was once again the pony they had found in the cave...innocent, gentle, and sweet. She looked rather nervous to be there, and bowed her head. There were thick saddlebags over her back, indicating she was ready to travel. Initially, she wouldn't look at Twilight.

"...I never got the chance to say this...so I'll say it now. I'm sorry I tricked you and your friends."

Twilight looked back a moment, but then smiled. "If Princess Celestia forgives you, then who am I to hold a grudge?"

Wormwood looked up at that and managed a smile of her own.

"So, Wormwood..."

The pony stiffened at that. "Please don't call me that name anymore... I am done being poison to all who hear me."

Twilight hesitated, and then cracked a smile. "So..._Corona_..." She said, causing Wormwood to look up in surprise, but then smile back happily. "You look like you're going somewhere. You're not returning to Ponyville, are you?"

Wormwood, now Corona, shook her head. "I never want to be near that place again as long as a live...no offense, Twilight. Ponyville is wonderful...but I can't bear to be near where those ruins are. I'm catching the next train."

Twilight nodded, and looked over her a moment. "...What happened to your silver mask? I mean, even if you don't want it, I know your mother gave you the silver."

Corona's face fell a little, but her smile remained. "...I threw it into the smelter before the first Iron Horse was dumped in. All these years I thought mother was at my side when I wore it. Yet it didn't feel like she was truly with me until I cast it into the molten slag."

"So...where are you going?"

"Everywhere, really." Corona answered with a shrug. "I have a new Equestria to experience firsthand. Besides, I need to complete my assignment."

Twilight quirked her brow. "...Assignment?"

"You have a wonderful teacher, Twilight. And though I'm quite a bit older than you...it seems I get to have one too." Corona said with a large smile. "She agreed to take me on as a student. Not her _personal_ student, mind you. You get that position. But I still get to be under her."

This, however, only confused Twilight further. "Uh...don't take this the wrong way, Corona...but you're an earth pony."

"I know...but she said it would make a nice change of pace. She said it would be good if both of us were reminded every once in a while that the power of magic isn't in the spell, but in the heart of the one who casts it. And she thinks there's still quite a bit she can teach me...and I'm inclined to agree." She looked a bit confused here. "...Even if the first assignment is a bit strange..."

"Oh?" Twilight asked. "What is it? I'm a pretty good student, and I can usually help on anything."

"I think you've already helped a lot on _this_ one..." Corona answered. "She told me I must learn about friendship...and report my findings back to her."

Twilight's jaw dropped. Corona, however, began to smile again.

"Like I said, I thought it was unusual...but she says the last student she gave the assignment to benefited a great deal from it." She raised an eyebrow. "Now..._you_ wouldn't happen to know anything about that, would you, Twilight?"

The unicorn paused a bit longer, before smiling again.

"...Only that you're in for the best assignment of your life."

* * *

Several hours later, the library door opened, and in walked Twilight.

"Spike! I'm home! You wouldn't belie-"

Abruptly, the unicorn cut herself off, and gaped in surprise at what she saw. The entire library was dissheveled...again...and all the books piled on the floor in the center. Suddenly, some of them shifted, and Spike, looking like he had been drowning beneath them, busted out and gasped for air.

"Tw...Twilight!" He called. "Where in Equestria were you? You've been gone for three days!"

The unicorn immediately gulped and blushed a bit. "Uh...sorry, Spike... Something came up...something _big._"

The baby dragon crawled out of the pile. "Ugh...I've looked through every last book in the library, Twilight...and there's not a single word anywhere about the Magnificent Kingdom anywhere."

"Oh..." Twilight slowly responded, looking back out the front door. She couldn't see it, except for a few shapes in the air...but she knew, over where the hole was, the Royal Guard was finishing up, and moments from casting the spell to bury what was left of the ruins forever. She soon looked back and smiled at Spike. "Well...I'm sorry I made you do all that for nothing... Anyway, come on. Pinkie is throwing a party and we're invited."

Spike looked up. "A party? That's great! But what's the occasion?"

"Just...um...celebrating that Equestria is here and just the way it is." Twilight answered, beginning to turn to walk back out. "Let's leave it at that."

"Hold on, Twilight!" Spike said as he ran up to her. "If none of these books have anything on the Magnificent Kingdom, why don't you write something about it? You could be the only authority on a lost civilization!"

Twilight looked back out to the distance, and simply smiled.

"Trust me, Spike...the only things worth keeping in those ruins have already been taken out. Besides...Princess Celestia herself told us not to mention that kingdom anymore...and that's exactly what I'm going to do."

As she finished...a distant rumble went off...signifying the cave-in was triggered.

"Huh?" Spike said, looking up at the noise. "What was that?"

A moment later, he was plucked from the ground by Twilight's magic and set on her back. "Nothing you need to worry about. Now come on...we need to get to the cake before Pinkie eats it all."

She moved out, closed the door behind her, and began to walk down the street toward Sugarcube Corner. Spike looked dumbfounded for a moment, but shrugged in the end.

"Guess I'll just never understand girls..."

* * *

THE END

* * *

CLOSING NOTE: So I had a super-mega-happy ending...so what? It goes with the show. Besides, I've spent years writing stories where the final resolution was always "kill the bad guy". It doesn't hurt to have a peaceful one for a change.

Thanks for reading!


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